Directors Service Contract Template for England and Wales

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Key Requirements PROMPT example:

Directors Service Contract

"I need a Directors Service Contract for the appointment of our new CFO starting March 1, 2025, with specific provisions for international travel and stock options as part of the remuneration package."

Document background
The Director's Service Contract is a crucial document used when appointing executive directors to a company's board. It serves as the primary agreement defining the relationship between the company and the director, incorporating statutory requirements under English and Welsh law. This contract type is essential for establishing clear terms of service, protecting company interests, and ensuring compliance with corporate governance requirements. It typically covers areas such as duties, remuneration, benefits, and termination provisions, while also addressing specific regulatory requirements for different industry sectors.
Suggested Sections

1. Parties: Identification of the company and the director

2. Background: Context of appointment and any relevant company information

3. Definitions: Key terms used throughout the agreement including relevant legislation

4. Appointment and Term: Position, duties, and duration of appointment including start date and any initial term

5. Duties and Responsibilities: Detailed description of director's obligations, statutory duties, and compliance requirements

6. Remuneration: Salary, bonuses, benefits, pension arrangements and review procedures

7. Working Hours and Location: Time commitment, place of work, and flexibility requirements

8. Holidays and Leave: Holiday entitlement, public holidays, and procedures for booking time off

9. Expenses: Policy on business expenses and reimbursement procedures

10. Confidentiality: Protection of company information and trade secrets

11. Intellectual Property: Ownership and protection of IP created during directorship

12. Termination: Circumstances and process for ending the agreement, notice periods

13. Post-Termination Obligations: Ongoing duties and restrictions after termination

14. General Provisions: Miscellaneous legal provisions including governing law and jurisdiction

Optional Sections

1. Share Options: Details of any share schemes or equity participation offered to the director

2. International Travel: Provisions for overseas work and international assignments

3. Garden Leave: Terms for paid leave during notice period including restrictions

4. Change of Control: Provisions relating to company sale or merger

5. Directors and Officers Insurance: Details of insurance coverage provided by the company

Suggested Schedules

1. Schedule 1: Benefits Package: Detailed list of benefits, allowances, and perquisites

2. Schedule 2: Performance Metrics: KPIs, evaluation criteria, and bonus calculations

3. Schedule 3: Restrictive Covenants: Detailed post-termination restrictions and non-compete provisions

4. Schedule 4: Company Policies: List of applicable company policies and procedures

5. Schedule 5: Share Option Terms: Detailed terms and conditions of any share option schemes

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

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing directors' statutory duties (Sections 171-177), disclosure requirements, conflicts of interest, and service contract approval requirements

Employment Rights Act 1996: Covers basic employment rights, notice periods, unfair dismissal provisions, and mandatory statement of employment particulars

Equality Act 2010: Addresses protection against discrimination, reasonable accommodations, and equal treatment provisions in employment

Data Protection Act 2018 and UK GDPR: Regulates personal data handling, privacy requirements, and data protection obligations

Working Time Regulations 1998: Governs working hours, holiday entitlement, and rest break requirements

National Minimum Wage Act 1998: Establishes minimum compensation requirements for all workers including directors

Pensions Act 2008: Sets out pension scheme requirements and auto-enrollment obligations

Health and Safety at Work Act 1974: Establishes workplace safety requirements and obligations

Corporate Governance Code: Provides governance guidelines for listed companies, including director responsibilities and best practices

Bribery Act 2010: Sets out anti-corruption requirements and compliance obligations

Corporate Insolvency and Governance Act 2020: Addresses directors' responsibilities and limitations during financial distress

Common Law Duties: Encompasses fiduciary duties, confidentiality obligations, restrictive covenants, and implied terms established through case law

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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