Company Director Agreement Template for New Zealand

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement for appointing a non-executive director to our technology startup's board, starting March 1, 2025, with standard confidentiality provisions and particular emphasis on intellectual property protection."

Document background

The Company Director Agreement is a crucial document used when appointing new directors to a company's board or formalizing existing directorship arrangements in New Zealand. This agreement sets out the comprehensive framework for the director-company relationship, ensuring compliance with the Companies Act 1993 and other relevant New Zealand legislation. It is essential for establishing clear expectations, responsibilities, and obligations of directors while protecting both the company's and director's interests. The document typically includes detailed provisions about governance duties, remuneration, confidentiality, conflicts of interest, and indemnification, making it a fundamental tool for corporate governance and risk management.

Suggested Sections

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

2. Background: Outlines the context of the appointment and the company's desire to engage the director

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

4. Appointment and Term: Details of the director's appointment, commencement date, and term (if applicable)

5. Director's Duties and Responsibilities: Comprehensive listing of statutory and additional duties, including Companies Act 1993 requirements

6. Time Commitment: Expected time commitment for board meetings, committee work, and other director responsibilities

7. Remuneration and Benefits: Details of directors' fees, meeting fees, and any additional benefits

8. Expenses: Provisions for reimbursement of reasonable expenses incurred in role performance

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

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

11. Indemnity and Insurance: Details of director insurance and company indemnification

12. Termination: Circumstances and procedures for ending the directorship

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

14. Execution: Signature blocks and execution provisions

Optional Sections

1. Committee Appointments: Used when the director will serve on specific board committees

2. Additional Roles: Include when director has extra responsibilities such as committee chair or board chair

3. Share Qualification: Required if directors must hold a minimum number of company shares

4. Performance Review: Include if formal performance review processes are established

5. Intellectual Property: Necessary if director may be involved in creating IP in their role

6. Post-Termination Restrictions: Used when including non-compete or other post-directorship restrictions

7. Technology and Equipment: Include if company provides specific equipment or technology access

8. Professional Development: Used when providing for ongoing training and development

Suggested Schedules

1. Schedule 1: Board Charter: Key governance principles and board operational procedures

2. Schedule 2: Code of Conduct: Company's code of conduct and ethical standards

3. Schedule 3: Remuneration Details: Detailed breakdown of all compensation elements

4. Schedule 4: Meeting Schedule: Annual board and committee meeting calendar

5. Schedule 5: Companies Act Duties: Extract of relevant director duties from Companies Act 1993

6. Schedule 6: D&O Insurance Details: Summary of directors' and officers' insurance coverage

7. Appendix A: Consent to Act: Director's formal consent to act as required by Companies Act

8. Appendix B: Related Party Interests: Initial disclosure of director's relevant interests

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Energy

Mining

Agriculture

Transportation

Education

Real Estate

Telecommunications

Construction

Non-Profit Organizations

Media and Entertainment

Relevant Teams

Board of Directors

Executive Leadership

Legal

Corporate Governance

Company Secretariat

Compliance

Risk Management

Human Resources

Corporate Affairs

Relevant Roles

Board Director

Non-Executive Director

Executive Director

Independent Director

Managing Director

Board Chair

Company Secretary

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Governance Officer

Compliance Officer

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Let's create your Company Director Agreement

Authors

Alex Denne

Find the exact document you need

Agreement Between Directors Of A Company

Directors Contract Of Employment

Director Indemnity Agreement

Medical Director Agreement

Director Indemnification Agreement

Directors Service Contract

Director Appointment Agreement

Director Profit Sharing Agreement

Director Shareholder Agreement

Director Fee Agreement

Independent Director Agreement

Directors Loan Agreement

Nominee Director Agreement

Company Director Agreement

Non Executive Director Agreement

Executive Director Employment Contract

Download our whitepaper on the future of AI in Legal

Genie’s Security Promise

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