Agreement Between Directors Of A Company Template for New Zealand

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Key Requirements PROMPT example:

Agreement Between Directors Of A Company

"I need an Agreement Between Directors of a Company for our New Zealand tech startup with three founding directors, including provisions for equity holdings and product development responsibilities, to be effective from March 2025."

Document background
The Agreement Between Directors Of A Company is a fundamental governance document used when establishing or updating the formal relationship between directors of a New Zealand company. This agreement is particularly important when companies are transitioning from informal to formal governance structures, when new directors are appointed, or when existing governance arrangements need revision. It ensures compliance with the Companies Act 1993 and other relevant New Zealand legislation while providing a clear framework for director relationships, responsibilities, and decision-making processes. The document typically includes provisions for board operations, confidentiality, conflicts of interest, and indemnification, tailored to the specific needs of the company while maintaining alignment with New Zealand corporate governance requirements.
Suggested Sections

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

2. Background: Sets out the context of the agreement, including the company's business and the directors' appointments

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

4. Term of Agreement: Specifies the duration of the agreement and any renewal provisions

5. Directors' Duties and Responsibilities: Outlines the statutory and additional duties of directors under NZ law and company requirements

6. Decision Making Process: Details how directors will make decisions and voting arrangements

7. Board Meetings: Establishes procedures for board meetings, including frequency, notice, and quorum requirements

8. Confidentiality: Defines confidential information and obligations regarding its protection

9. Conflicts of Interest: Procedures for declaring and managing conflicts of interest

10. Indemnification: Terms regarding company indemnification of directors

11. Termination: Circumstances and processes for terminating the agreement or directorship

12. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Remuneration: Details of directors' fees and payment terms, if directors are to be paid

2. Additional Roles and Responsibilities: For directors who take on specific portfolios or executive roles

3. Share Dealings: Protocols for directors trading in company shares, relevant for listed companies

4. Intellectual Property: IP provisions where directors are involved in product development or innovation

5. Insurance: Details of D&O insurance arrangements if provided by the company

6. Non-Competition and Non-Solicitation: Restrictions on competitive activities, if required

7. External Directorships: Rules regarding holding directorships in other companies

Suggested Schedules

1. Schedule 1: Company Details: Details of the company including registration number, registered office, and business address

2. Schedule 2: Director Information: Personal details of each director including qualifications and shareholdings

3. Schedule 3: Remuneration Schedule: Detailed breakdown of any fees, allowances, and benefits

4. Schedule 4: Board Charter: Detailed governance procedures and board operations

5. Schedule 5: Delegated Authorities: Matrix of decision-making authorities and limits

6. Appendix A: Conflict of Interest Declaration Form: Template for declaring conflicts of interest

7. Appendix B: Board Meeting Procedures: Detailed procedures for conducting board meetings

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

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Education

Construction

Agriculture

Mining

Energy

Transportation

Telecommunications

Real Estate

Non-Profit Organizations

Media and Entertainment

Relevant Teams

Board of Directors

Executive Leadership

Legal

Compliance

Corporate Governance

Risk Management

Company Secretariat

Internal Audit

Corporate Affairs

Shareholder Relations

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Managing Director

Chairman

Chief Executive Officer

Company Secretary

Chief Financial Officer

General Counsel

Corporate Governance Officer

Board Administrator

Compliance Officer

Risk Manager

Corporate Secretary

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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