Company Director Agreement Template for England and Wales

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement for appointing a new Finance Director to our tech startup, including share options and international travel provisions, with the appointment starting March 1, 2025."

Document background
The Company Director Agreement is a crucial document used when appointing new directors or formalizing existing directorship arrangements. Under English and Welsh law, this agreement comprehensively outlines the relationship between the company and its director, incorporating requirements from the Companies Act 2006 and corporate governance best practices. It covers essential aspects such as appointment terms, duties, remuneration, confidentiality, and termination provisions, while ensuring compliance with regulatory requirements and protecting both parties' interests.
Suggested Sections

1. Parties: Details of the company and the director

2. Background: Context of appointment and relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Detailed description of director's role and obligations under Companies Act 2006 sections 171-177

6. Remuneration: Salary, benefits, and compensation details

7. Time Commitment: Expected working hours and commitment level

8. Confidentiality: Obligations regarding company confidential information

9. Conflicts of Interest: Provisions for declaring and handling conflicts of interest

10. Termination: Circumstances and procedures for ending the appointment

11. Post-Termination Obligations: Ongoing obligations after directorship ends

12. General Provisions: Standard boilerplate clauses including governing law

Optional Sections

1. Share Options: Details of any share schemes or options (include when director is offered equity participation)

2. International Travel: Provisions for international duties and travel requirements (include for companies with international operations)

3. Garden Leave: Terms for garden leave during notice period (include for senior directors or when protecting business interests)

4. Additional Board Positions: Terms regarding holding other board positions (include when director may serve on multiple boards)

5. Regulatory Compliance: Specific regulatory obligations (include for regulated industries like financial services)

Suggested Schedules

1. Schedule 1: Remuneration Package: Detailed breakdown of compensation elements including salary, bonuses, and benefits

2. Schedule 2: Share Option Terms: Details of share option scheme including vesting schedule and exercise terms

3. Schedule 3: Duties and Responsibilities: Detailed list of specific duties and responsibilities of the director

4. Appendix A: Board Resolution: Copy of board resolution appointing the director

5. Appendix B: Company Policies: Key policies director must comply with including corporate governance guidelines

Authors

Alex Denne

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

Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company directors' duties (Sections 171-177), including declarations of interest, service contracts, and appointment/removal procedures

Employment Rights Act 1996: Covers employment aspects of directorship including basic employment rights, notice periods, and unfair dismissal provisions, as directors may also be employees

Equality Act 2010: Ensures non-discrimination, protection of characteristics, and equal treatment in director positions

UK Corporate Governance Code: Provides best practice guidelines for director appointments, particularly relevant for listed companies

Small Business, Enterprise and Employment Act 2015: Contains important provisions affecting director disqualification and corporate transparency

GDPR and Data Protection Act 2018: Regulates the handling and protection of personal data in corporate environments

Financial Services and Markets Act 2000: Relevant for companies operating in regulated financial sectors, affecting director responsibilities

Bribery Act 2010: Sets out anti-corruption provisions and compliance requirements for directors and companies

Modern Slavery Act 2015: Establishes corporate responsibility provisions regarding modern slavery and human trafficking

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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