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Director Agreement
I need a director agreement for a newly appointed director who will oversee the finance department, with a focus on compliance and strategic planning. The agreement should include a competitive salary, performance-based bonuses, and a clause for annual review, with a 3-month notice period for termination by either party.
What is a Director Agreement?
A Director Agreement forms the legal backbone of the relationship between a company and its board member in Belgium. It spells out the director's duties, compensation, and key responsibilities while serving on the board, following Belgian Company Code requirements.
Beyond basic governance rules, these agreements protect both parties by clarifying confidentiality obligations, non-compete terms, and liability insurance coverage. They're especially important for Belgian businesses because directors face strict personal liability under local corporate law, making clear documentation of their roles and protections essential.
When should you use a Director Agreement?
A Director Agreement becomes essential when appointing new board members to Belgian companies, particularly during leadership transitions or company restructuring. The agreement needs to be in place before the director begins their duties, as it establishes clear expectations and protects both parties from day one.
Use this agreement when bringing on independent directors, changing board composition, or updating governance structures to meet new regulatory requirements. It's particularly crucial for companies expanding internationally, listing on stock exchanges, or operating in regulated sectors where director accountability and compliance requirements are stricter under Belgian law.
What are the different types of Director Agreement?
- Company Director Agreement: Standard base agreement for executive directors, covering core duties and responsibilities
- Non Executive Director Agreement: Tailored for part-time board members, focusing on oversight and advisory roles
- Chief Executive Officer Employment Agreement: Comprehensive contract for CEOs with expanded executive powers and strategic responsibilities
- Company Director Employment Contract: Combines directorship duties with employment terms for working directors
- Director Loan To Company Agreement: Specific agreement for when directors provide financial support to the company
Who should typically use a Director Agreement?
- Board of Directors: Reviews and approves Director Agreements, ensuring they align with company strategy and Belgian corporate governance requirements
- Individual Directors: Sign and comply with the agreement's terms, including confidentiality and non-compete obligations
- Corporate Legal Counsel: Drafts and customizes agreements to meet specific company needs while ensuring compliance with Belgian law
- Company Secretary: Maintains official records and ensures proper execution of Director Agreements
- Shareholders: May need to approve certain terms, especially regarding compensation or significant commitments
- External Legal Advisors: Often consulted to review terms and ensure protection of both company and director interests
How do you write a Director Agreement?
- Director Details: Gather full legal name, address, and qualifications of the appointed director
- Role Specifics: Define exact duties, responsibilities, and time commitment expectations
- Compensation Package: Document all forms of remuneration, including fees, benefits, and expense policies
- Term Details: Specify start date, duration, and renewal conditions of the appointment
- Company Information: Include official company details, registration numbers, and registered office address
- Governance Rules: Review company bylaws and Belgian corporate governance code requirements
- Legal Requirements: Use our platform to ensure compliance with Belgian Company Code and generate a legally sound agreement
What should be included in a Director Agreement?
- Identification Section: Full legal names and details of both company and director, including registration numbers
- Appointment Terms: Specific role, duration, and conditions of the directorship
- Duties & Powers: Detailed description of responsibilities, authority limits, and reporting obligations
- Compensation: Clear breakdown of fees, benefits, and expense reimbursement policies
- Confidentiality: Strict data protection and business secrets provisions under Belgian law
- Non-Compete: Geographic and temporal restrictions following Belgian competition rules
- Liability & Insurance: D&O insurance requirements and indemnification terms
- Termination Clauses: Notice periods and conditions for ending the agreement
- Governing Law: Explicit reference to Belgian law and jurisdiction
What's the difference between a Director Agreement and a Director Services Agreement?
A Director Agreement differs significantly from a Director Services Agreement in several key aspects under Belgian law. While both documents govern relationships with directors, their scope and application vary considerably.
- Legal Status: Director Agreements establish board membership and corporate governance duties, while Director Services Agreements focus on specific operational services beyond basic directorship
- Scope of Authority: Director Agreements grant broader corporate powers and decision-making rights, whereas Service Agreements typically limit authority to specific projects or functions
- Liability Framework: Director Agreements include statutory liability protections under Belgian Company Code, while Service Agreements follow standard contractual liability rules
- Compensation Structure: Director Agreements usually involve board fees and statutory benefits, while Service Agreements typically use project-based or consultancy fee structures
- Duration and Termination: Director Agreements align with board terms and corporate governance rules, whereas Service Agreements often follow project timelines or specific service periods
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