Letter of appointment

For use by a company when appointing a non-executive director to the board.

About this document:

  • This is a standard letter of appointment for a non-executive director intended to be entered into between the director and the company to set out the terms and conditions of his role as a non-executive director.
  • A non-executive director is not a full or part-time employee of the company or a holder of an executive office.  A non-executive director will usually devote part of his time to the affairs of the company as an independent adviser or supervisor.
  • Although not an employee, as an “officer holder” for tax purposes, a non-executive director’s fee must be paid via PAYE after deduction of tax and national insurance contributions.  Specific advice should be sought if the intention is to remunerate a non-executive director by way of shares or share options.
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