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Director Agreement Template for England and Wales

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Key Requirements PROMPT example:

Director Agreement

"I need a director agreement outlining responsibilities and remuneration for a new board member, including an annual salary of £80,000, performance-based bonuses, and a 3-month notice period. The agreement should also cover confidentiality obligations and conflict of interest policies."

What is a Director Agreement?

A Director Agreement spells out the relationship between a company and its board members in the UK. It covers key duties, compensation, and expectations - from meeting attendance and confidentiality to strategic decision-making and fiduciary responsibilities under the Companies Act 2006.

Think of it as the roadmap for how directors should perform their role and what they'll receive in return. The agreement protects both sides by clearly defining term lengths, removal procedures, share options, and indemnification rights. It's particularly important for listed companies and those with complex governance structures.

When should you use a Director Agreement?

Use a Director Agreement when bringing new board members into your company or updating terms for existing directors. This becomes essential during leadership transitions, when scaling up operations, or preparing for investment rounds where clear governance documentation matters.

The agreement proves particularly valuable when appointing executive directors with complex compensation packages, non-executive directors with specific expertise, or when establishing subsidiary boards. It helps prevent disputes by documenting expectations upfront and provides protection if relationships become strained. Many UK companies implement these agreements before major corporate changes or when upgrading their governance framework.

What are the different types of Director Agreement?

Who should typically use a Director Agreement?

  • Company Secretaries: Usually draft and maintain Director Agreements as part of their governance duties
  • Board Members: Sign and comply with the agreement's terms, including both executive and non-executive directors
  • Legal Counsel: Review and customize agreements to ensure compliance with Companies Act requirements
  • HR Directors: Handle implementation when directors also hold executive positions
  • Shareholders: Often approve key terms, especially for listed companies or during major appointments
  • Nomination Committees: Oversee the agreement process during director appointments and renewals

How do you write a Director Agreement?

  • Director Details: Gather full legal name, contact information, and proposed role on the board
  • Appointment Terms: Define start date, duration, notice periods, and meeting commitments
  • Compensation Package: Document fees, expenses, share options, and any additional benefits
  • Company Information: Confirm registered office, company number, and existing board structure
  • Key Responsibilities: List specific duties, strategic objectives, and reporting requirements
  • Compliance Elements: Include references to relevant sections of the Companies Act 2006
  • Template Selection: Our platform generates custom Director Agreements that ensure all essential elements are included

What should be included in a Director Agreement?

  • Party Details: Full legal names of director and company, registered addresses, and company number
  • Appointment Terms: Role title, start date, duration, and termination provisions
  • Duties Section: Specific responsibilities under Companies Act 2006, including fiduciary obligations
  • Remuneration Clause: Fees, expenses, benefits, and payment terms
  • Confidentiality Terms: Protection of company information and trade secrets
  • Conflicts Policy: Declaration requirements and handling of competing interests
  • Governing Law: Explicit reference to England and Wales jurisdiction
  • Signature Block: Clear execution sections for all parties

What's the difference between a Director Agreement and a Director Services Agreement?

Let's compare a Director Agreement with a Director Services Agreement, as they're often confused but serve distinct purposes in UK corporate governance.

  • Scope and Purpose: Director Agreements establish board-level relationships and governance duties, while Director Services Agreements focus on specific operational services or consulting arrangements
  • Legal Framework: Director Agreements align with Companies Act 2006 board responsibilities, whereas Director Services Agreements follow contract law principles for service provision
  • Duration and Flexibility: Director Agreements typically align with board terms and company articles, while Services Agreements often have more flexible durations and project-specific terms
  • Compensation Structure: Director Agreements include board fees and statutory benefits, while Services Agreements usually detail project-based or consultancy fees
  • Reporting Lines: Director Agreements establish board-level accountability, whereas Services Agreements often involve reporting to executive management

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