Directors Contract Of Employment Template for New Zealand

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Key Requirements PROMPT example:

Directors Contract Of Employment

"I need a Directors Contract of Employment for a technology startup's newly appointed CTO who will also serve as an executive director, including provisions for share options and international travel, with the role commencing March 1, 2025."

Document background
The Directors Contract Of Employment is a crucial document used when appointing individuals who will serve in both executive and board capacities within New Zealand companies. This specialized agreement is necessary when an organization wishes to formalize the employment relationship with a director who will have operational responsibilities beyond their statutory board duties. The document must comply with New Zealand's Companies Act 1993, Employment Relations Act 2000, and other relevant legislation. It typically includes comprehensive terms covering remuneration, duties, performance expectations, confidentiality, intellectual property rights, and termination provisions. The agreement is particularly important for establishing clear boundaries between the individual's role as an employee and their responsibilities as a board member, while ensuring appropriate protections for both the company and the director.
Suggested Sections

1. Parties: Identifies the company and the director-employee, including their full legal names and addresses

2. Background: Outlines the context of the appointment, company details, and the basis for entering into the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details the position, appointment to the board, commencement date, and term of appointment (fixed or ongoing)

5. Duties and Responsibilities: Comprehensive outline of both executive duties and statutory obligations as a director

6. Time Commitment: Specifies expected working hours, availability, and any permissions for external commitments

7. Remuneration and Benefits: Details salary, director's fees, bonuses, and other benefits

8. Expenses: Outlines reimbursement policies for business-related expenses

9. Leave Entitlements: Specifies annual leave, sick leave, and other leave entitlements

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

11. Intellectual Property: Addresses ownership and protection of IP created during employment

12. Conflicts of Interest: Details obligations regarding disclosure and management of conflicts

13. Termination: Outlines circumstances and procedures for ending the employment relationship

14. Post-Termination Obligations: Specifies ongoing obligations after employment ends

15. General Provisions: Includes standard boilerplate clauses, governing law, and dispute resolution

Optional Sections

1. Share Options/Equity Participation: Include when the director is offered company shares or share options as part of their compensation

2. International Travel: Include for companies with international operations requiring director travel

3. Subsidiary Board Appointments: Include when the director will serve on boards of subsidiary companies

4. Performance Criteria: Include detailed performance metrics and review processes for performance-based compensation

5. Insurance and Indemnification: Include detailed provisions for D&O insurance and company indemnification

6. Garden Leave: Include when the company wants the right to place the director on paid leave during notice period

7. Change of Control: Include provisions dealing with director's rights and obligations in case of company sale or merger

Suggested Schedules

1. Position Description: Detailed outline of executive role responsibilities and requirements

2. Remuneration Package: Comprehensive breakdown of salary, benefits, and bonus structures

3. Company Policies: Key company policies the director must comply with

4. Performance Metrics: Specific KPIs and performance measurement criteria

5. Share Option Terms: Details of any share option or equity participation schemes

6. Subsidiary Companies: List of subsidiary boards and associated appointments

7. Approved External Commitments: List of pre-approved directorships or external positions

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

Healthcare

Professional Services

Energy

Telecommunications

Construction

Real Estate

Education

Mining

Agriculture

Transportation

Media and Entertainment

Relevant Teams

Board of Directors

Executive Leadership

Senior Management

Corporate Governance

Legal

Human Resources

Company Secretariat

Corporate Affairs

Risk Management

Compliance

Relevant Roles

Executive Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Marketing Officer

Regional Director

Country Manager

Division Director

Foundation Director

Commercial Director

Industries
Companies Act 1993: Defines directors' duties, powers, and responsibilities, including fiduciary duties, disclosure requirements, and potential liabilities. Sections 131-138 are particularly relevant for director obligations.
Employment Relations Act 2000: Governs the basic employment relationship, including good faith obligations, minimum employment rights, dispute resolution processes, and termination procedures.
Fair Trading Act 1986: Relevant for representations made in the contract and ensuring fair trading practices in the employment relationship.
Privacy Act 2020: Governs the collection, use, and disclosure of personal information in the employment context and director's responsibilities regarding data protection.
Health and Safety at Work Act 2015: Outlines health and safety obligations, particularly relevant as directors have specific duties to ensure company compliance with health and safety requirements.
Protected Disclosures (Protection of Whistleblowers) Act 2022: Relevant for provisions regarding the director's role in handling protected disclosures and whistleblower protection.
Financial Markets Conduct Act 2013: Important if the company is publicly listed or deals with financial products, affecting director's responsibilities and insider trading provisions.
Holidays Act 2003: Establishes minimum holiday and leave entitlements that may apply to the director as an employee.
KiwiSaver Act 2006: Relevant for retirement savings provisions and employer obligations regarding KiwiSaver contributions.
Income Tax Act 2007: Important for tax implications of director's remuneration, benefits, and other employment-related payments.
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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