Directors Service Contract Template for New Zealand

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Key Requirements PROMPT example:

Directors Service Contract

"I need a Directors Service Contract for appointing our CFO as an executive director of our technology company, starting March 1, 2025, including performance-based remuneration and share option provisions."

Document background
The Directors Service Contract is a fundamental document used when appointing new directors or formalizing existing director relationships within New Zealand companies. It serves as a comprehensive agreement that complies with the New Zealand Companies Act 1993 and related legislation, establishing clear terms of engagement, responsibilities, and expectations between the company and its directors. This document is essential for both executive and non-executive director appointments, providing crucial details about remuneration, duties, performance expectations, and protection of company interests. It includes specific provisions required under New Zealand law regarding directors' duties, corporate governance requirements, and regulatory compliance obligations.
Suggested Sections

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

2. Background: Sets out the context of the appointment and any relevant company information

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

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

5. Duties and Responsibilities: Comprehensive outline of the director's duties, including statutory obligations and specific responsibilities

6. Time Commitment: Expected time commitment and availability requirements

7. Remuneration and Benefits: Details of fees, benefits, expenses, and payment terms

8. Conflicts of Interest: Obligations regarding disclosure and management of conflicts of interest

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

10. Board Meetings and Decisions: Requirements for attendance and participation in board meetings

11. Termination: Circumstances and procedures for ending the appointment

12. Post-Termination Obligations: Continuing obligations after the end of the appointment

13. General Provisions: Standard contractual terms including governing law, notices, and entire agreement

Optional Sections

1. Executive Director Provisions: Additional provisions for directors who also hold executive positions

2. Share Options and Incentives: Details of any share-based compensation or long-term incentive plans

3. International Travel: Specific provisions for directors required to travel internationally

4. Multiple Board Appointments: Provisions for directors serving on multiple boards within a group structure

5. Intellectual Property: IP provisions for directors involved in product development or innovation

6. Insurance and Indemnification: Specific arrangements for directors' and officers' insurance coverage

7. Garden Leave: Provisions allowing the company to place the director on garden leave

8. Non-Competition: Post-termination restrictions on competing activities

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of all compensation elements

2. Schedule 2: Position Description: Detailed description of the director's role and responsibilities

3. Schedule 3: Company Policies: List of key company policies the director must comply with

4. Schedule 4: Board Committee Memberships: Details of committee roles and additional responsibilities

5. Schedule 5: Performance Metrics: Specific KPIs or performance evaluation criteria

6. Appendix A: Statutory Duties: Summary of statutory duties under NZ Companies Act 1993

7. Appendix B: Conflict of Interest Procedures: Detailed procedures for declaring and managing conflicts

8. Appendix C: Approved Outside Directorships: List of pre-approved external board 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

Transportation

Real Estate

Education

Mining

Agriculture

Construction

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Human Resources

Corporate Governance

Board Secretariat

Compliance

Risk Management

Executive Office

Corporate Affairs

Company Secretariat

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Managing Director

Chairman of the Board

Independent Director

Alternate Director

Chief Executive Officer

Company Secretary

General Counsel

Head of Legal

Chief Financial Officer

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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