Directors Agreement Template for Australia

The Directors Agreement is a crucial governance document used when appointing new directors or formalizing arrangements with existing directors of Australian companies. This agreement is essential for establishing clear terms of engagement between a company and its directors, whether they are executive or non-executive directors. It ensures compliance with Australian corporate law, particularly the Corporations Act 2001, and addresses key aspects such as duties, responsibilities, remuneration, confidentiality, and termination provisions. The agreement is designed to protect both the company's interests and the director's rights, while promoting good corporate governance and transparency. It should be regularly reviewed and updated to reflect changes in legislation, corporate governance best practices, and the specific needs of the company.

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Provides context for the agreement, including the company's desire to appoint the director and the director's acceptance

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles

4. Appointment and Term: Details of the appointment, including position, commencement date, and term (if fixed)

5. Role and Duties: Comprehensive outline of the director's role, statutory and fiduciary duties, and specific responsibilities

6. Time Commitment: Expected time commitment and availability requirements for board meetings and other duties

7. Remuneration: Details of fees, payment terms, and review mechanisms

8. Expenses: Provisions for reimbursement of reasonable expenses incurred in performing duties

9. Confidentiality: Obligations regarding confidential information during and after the appointment

10. Conflicts of Interest: Requirements for disclosure and management of conflicts of interest

11. Company Policies: Obligation to comply with company policies and procedures

12. Insurance and Indemnity: Directors' and Officers' insurance provisions and company indemnity

13. Termination: Circumstances and processes for termination of the appointment

14. Post-Termination Obligations: Continuing obligations after the agreement ends

15. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement