������Ƶ

A Director Appointment Agreement formally establishes the terms when someone joins a German company's board of directors (Vorstand). This binding contract spells out the director's roles, responsibilities, and compensation package, following the requirements of the German Stock Corporation Act (Aktiengesetz).

The agreement typically covers key elements like board duties, meeting attendance, confidentiality obligations, and compliance with German corporate governance rules. It also details important practical matters such as the director's term length, performance targets, bonus structures, and any specific authority to represent the company in business dealings.

Use a Director Appointment Agreement when bringing new executives onto your German company's board (Vorstand), especially during critical transitions like mergers, expansions, or leadership restructuring. This agreement becomes essential before the new director takes office and starts making binding decisions for the company.

The timing is particularly important for listed German companies (AGs) and larger GmbHs, where clear documentation of director authority and responsibilities helps prevent future disputes. Having this agreement in place protects both the company and the incoming director by establishing clear expectations about performance targets, compensation, and governance obligations under German law.

• Standard Board Member Agreement: Core version used by German AGs, covering basic duties, compensation, and term length
• Executive Director Agreement: Enhanced version with detailed performance metrics and strategic responsibilities
• Interim Director Agreement: Shorter-term variation for temporary appointments during transitions
• Subsidiary Board Agreement: Specialized version for directors managing German subsidiaries of international companies
• Technical Director Agreement: Modified format emphasizing industry-specific expertise and special authority areas in tech or manufacturing sectors

• Supervisory Board (Aufsichtsrat): Reviews and approves the agreement terms, representing shareholder interests
• Incoming Directors: Review, negotiate, and ultimately sign the agreement before taking their board position
• Company Legal Counsel: Drafts and customizes the agreement to comply with German corporate law
• HR Executives: Handle compensation details and ensure alignment with company policies
• External Law Firms: Often consulted for complex appointments or international director agreements
• Company Secretary: Maintains official records and ensures proper execution of the agreement

• Basic Information: Gather director's full legal name, address, and intended role on the board
• Term Details: Define start date, duration of appointment, and any probationary period
• Compensation Package: Document fixed salary, bonuses, benefits, and any performance-linked components
• Role Specifics: List key responsibilities, reporting lines, and decision-making authority
• Company Details: Include legal entity name, registration number, and registered office address
• Compliance Requirements: Note any industry-specific regulations or corporate governance codes
• Approval Process: Confirm supervisory board resolution authorizing the appointment

• Party Details: Full legal names and addresses of both company and director
• Appointment Terms: Position title, start date, and duration according to AktG requirements
• Duties Section: Specific responsibilities, authority limits, and reporting obligations
• Compensation Package: Base salary, bonuses, benefits, and payment schedules
• Non-Compete Clause: Restrictions during and after board membership
• Confidentiality Terms: Protection of company secrets and insider information
• Termination Provisions: Notice periods and grounds for early termination
• Governing Law: Explicit reference to German corporate law and jurisdiction

A Director Appointment Agreement differs significantly from a Director Services Agreement in several key aspects, though they're often confused in German corporate practice. While both deal with director-company relationships, their scope and application vary considerably.

• Legal Status: Director Appointment Agreements establish formal board membership under German corporate law (AktG), while Service Agreements focus on specific consulting or advisory services without board authority
• Governance Rights: Appointment Agreements grant corporate decision-making powers and legal representation rights; Service Agreements typically don't include these powers
• Fiduciary Duties: Appointment Agreements create comprehensive fiduciary obligations under German law; Service Agreements involve more limited contractual duties
• Duration: Appointment Agreements usually align with statutory board terms; Service Agreements often have more flexible timeframes
• Regulatory Oversight: Appointment Agreements require supervisory board approval; Service Agreements typically don't