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Directors Agreement

Directors Agreement Template for New Zealand

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Key Requirements PROMPT example:

Directors Agreement

"I need a Directors Agreement for appointing a new non-executive director to our technology startup's board, starting March 1, 2025, with specific provisions for maintaining confidentiality of our IP and allowing them to participate in our employee share scheme."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions








































Clauses




































Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Energy

Mining

Agriculture

Transportation

Construction

Education

Real Estate

Telecommunications

Media and Entertainment

Non-Profit Organizations

Government Owned Enterprises

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Human Resources

Executive Management

Risk Management

Corporate Affairs

Finance

Relevant Roles

Director

Executive Director

Non-Executive Director

Independent Director

Board Chair

Company Secretary

Chief Executive Officer

General Counsel

Head of Compliance

Corporate Governance Manager

Chief Financial Officer

Head of Legal

Board Committee Chair

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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