The Directors Agreement serves as the foundational document governing the appointment and ongoing relationship between a company and its directors in New Zealand. This agreement is essential when appointing new directors or formalizing arrangements with existing directors, ensuring clarity in roles, responsibilities, and expectations. The document must comply with the New Zealand Companies Act 1993 and other relevant legislation, incorporating statutory duties, corporate governance requirements, and industry best practices. A Directors Agreement typically includes comprehensive provisions covering appointment terms, remuneration, confidentiality, conflicts of interest, and termination provisions, while also addressing specific requirements for executive versus non-executive directors. It's particularly important for establishing clear boundaries, protecting both the company and the director, and ensuring transparent governance structures.
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1. Parties: Identifies the company and the director entering into the agreement
2. Background: Context of the appointment and brief description of the company
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the director's appointment, commencement date, and term duration
5. Director's Duties and Responsibilities: Core duties under Companies Act 1993 and specific responsibilities to the company
6. Time Commitment: Expected time dedication to the role and other commitments
7. Remuneration and Benefits: Director's fees, payment terms, and any additional benefits
8. Expenses: Policy on reimbursement of expenses incurred in role performance
9. Confidentiality: Obligations regarding confidential information during and after directorship
10. Conflicts of Interest: Procedures for declaring and managing conflicts of interest
11. Indemnity and Insurance: Company's protection of director and insurance arrangements
12. Termination: Circumstances and procedures for ending the directorship
13. Post-Termination Obligations: Continuing obligations after directorship ends
14. General Provisions: Standard contractual terms including governing law, notices, and entire agreement
1. Executive Duties: Required for executive directors who also hold management positions
2. Committee Participation: Include when director will serve on specific board committees
3. Share Qualification: Include if directors are required to hold shares in the company
4. Performance Review: Include for companies with formal director evaluation processes
5. Intellectual Property: Include for executive directors or when IP creation is expected
6. Non-Competition: Include for executive directors or in sensitive industry sectors
7. Additional Board Positions: Include if there are restrictions on other directorships
8. Training and Development: Include for companies with formal director development programs
1. Schedule 1: Position Description: Detailed outline of director's role and responsibilities
2. Schedule 2: Remuneration Details: Comprehensive breakdown of all compensation elements
3. Schedule 3: Board Charter: Key governance principles and board operating procedures
4. Schedule 4: Company Policies: List of key policies director must comply with
5. Schedule 5: Committee Terms of Reference: Details of committee roles if applicable
6. Appendix A: Consent to Act: Formal consent to act as director as required by Companies Act
7. Appendix B: Deed of Indemnity: Detailed indemnification terms and conditions
8. Appendix C: Declaration of Interests: Initial declaration of director's relevant interests
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