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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."
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
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
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
Board
Business
Business Day
Companies Act
Company
Confidential Information
Constitution
Director
Group
Intellectual Property Rights
Material Interest
Board Meeting
Board Resolution
Termination Date
Commencement Date
Duties
Good Reason
Insolvency Event
Related Company
Remuneration
Restricted Period
Services
Subsidiary
Term
Territory
Shareholders
Serious Misconduct
Stock Exchange
Board Committee
Conflict of Interest
Corporate Governance Code
Financial Year
Listing Rules
Material Breach
Notice Period
Share Scheme
Working Hours
Approved Outside Appointments
Indemnity
Key Performance Indicators
Regulatory Requirements
Term
Duties and Responsibilities
Time Commitment
Remuneration
Expenses
Location
Board Meetings
Director's Powers
Performance Obligations
Confidentiality
Intellectual Property
Conflicts of Interest
Non-Competition
Non-Solicitation
Company Property
Data Protection
Record Keeping
Compliance
Corporate Governance
Reporting Requirements
Insurance and Indemnification
Termination
Garden Leave
Post-Termination Obligations
Share Options
Benefits
Annual Leave
Sickness and Absence
Outside Interests
Professional Development
Board Committees
Representation and Warranties
Health and Safety
Amendment and Variation
Severability
Entire Agreement
Notices
Governing Law
Dispute Resolution
Force Majeure
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Energy
Transportation
Real Estate
Education
Mining
Agriculture
Construction
Telecommunications
Media and Entertainment
Legal
Human Resources
Corporate Governance
Board Secretariat
Compliance
Risk Management
Executive Office
Corporate Affairs
Company Secretariat
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
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