The Agreement Between Directors Of A Company is a fundamental governance document used when establishing or updating the formal relationship between directors of a New Zealand company. This agreement is particularly important when companies are transitioning from informal to formal governance structures, when new directors are appointed, or when existing governance arrangements need revision. It ensures compliance with the Companies Act 1993 and other relevant New Zealand legislation while providing a clear framework for director relationships, responsibilities, and decision-making processes. The document typically includes provisions for board operations, confidentiality, conflicts of interest, and indemnification, tailored to the specific needs of the company while maintaining alignment with New Zealand corporate governance requirements.
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1. Parties: Identifies the directors entering into the agreement and the company
2. Background: Sets out the context of the agreement, including the company's business and the directors' appointments
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Term of Agreement: Specifies the duration of the agreement and any renewal provisions
5. Directors' Duties and Responsibilities: Outlines the statutory and additional duties of directors under NZ law and company requirements
6. Decision Making Process: Details how directors will make decisions and voting arrangements
7. Board Meetings: Establishes procedures for board meetings, including frequency, notice, and quorum requirements
8. Confidentiality: Defines confidential information and obligations regarding its protection
9. Conflicts of Interest: Procedures for declaring and managing conflicts of interest
10. Indemnification: Terms regarding company indemnification of directors
11. Termination: Circumstances and processes for terminating the agreement or directorship
12. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution
1. Remuneration: Details of directors' fees and payment terms, if directors are to be paid
2. Additional Roles and Responsibilities: For directors who take on specific portfolios or executive roles
3. Share Dealings: Protocols for directors trading in company shares, relevant for listed companies
4. Intellectual Property: IP provisions where directors are involved in product development or innovation
5. Insurance: Details of D&O insurance arrangements if provided by the company
6. Non-Competition and Non-Solicitation: Restrictions on competitive activities, if required
7. External Directorships: Rules regarding holding directorships in other companies
1. Schedule 1: Company Details: Details of the company including registration number, registered office, and business address
2. Schedule 2: Director Information: Personal details of each director including qualifications and shareholdings
3. Schedule 3: Remuneration Schedule: Detailed breakdown of any fees, allowances, and benefits
4. Schedule 4: Board Charter: Detailed governance procedures and board operations
5. Schedule 5: Delegated Authorities: Matrix of decision-making authorities and limits
6. Appendix A: Conflict of Interest Declaration Form: Template for declaring conflicts of interest
7. Appendix B: Board Meeting Procedures: Detailed procedures for conducting board meetings
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