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A Director Services Agreement sets out the formal relationship between a company and its director in the Dutch business context. It outlines key responsibilities, compensation, and performance expectations - distinct from an employment contract under Dutch law. Most Dutch companies use these agreements for both executive and non-executive directors.

The agreement typically covers important elements like board duties, decision-making authority, bonus structures, and termination conditions. It helps protect both parties by clearly defining roles and obligations while ensuring compliance with Dutch corporate governance rules and the Dutch Civil Code. For listed companies, these agreements must also align with specific Governance Code requirements.

Use a Director Services Agreement when appointing new board members or updating existing director arrangements in your Dutch company. This becomes essential when shifting from an informal setup to proper corporate governance, or when bringing in professional directors to strengthen your board.

The agreement proves particularly valuable during leadership transitions, mergers, or when scaling up operations. It protects your company by clearly defining director duties, decision-making powers, and compensation structures. For listed companies or those planning an IPO, having these agreements in place helps meet Dutch Corporate Governance Code requirements and attracts serious investors.

• Executive Director Agreement: Comprehensive contract for day-to-day management roles, including operational authority and performance targets
• Non-Executive Director Agreement: Focuses on supervisory duties, meeting attendance, and strategic guidance without operational involvement
• Listed Company Director Agreement: Contains additional governance requirements, remuneration policies, and disclosure obligations under Dutch securities law
• Startup Director Agreement: Streamlined version with equity-based compensation, growth targets, and flexible decision-making powers
• Group Company Director Agreement: Addresses responsibilities across multiple entities, including subsidiary management and group-level reporting

• Board of Directors: Reviews and approves the final agreement, ensuring it aligns with company strategy and Dutch governance requirements
• Individual Directors: Sign and comply with the agreement's terms, including performance targets and fiduciary duties
• Corporate Legal Teams: Draft and customize agreements to protect company interests while meeting Dutch legal standards
• External Law Firms: Provide specialized advice on complex provisions and regulatory compliance
• Company Secretary: Maintains official records and ensures proper execution of Director Services Agreements
• Shareholders: May need to approve certain terms, especially regarding remuneration in listed companies

• Director Details: Gather full name, address, qualifications, and proposed role within the company structure
• Compensation Package: Define base salary, bonuses, benefits, and any equity-based components
• Company Information: Compile legal entity details, registration numbers, and registered office address
• Role Specifics: List key responsibilities, authority limits, and performance expectations
• Term Details: Determine start date, duration, and renewal/termination conditions
• Governance Requirements: Check Dutch Corporate Governance Code obligations for your company type
• Board Approval: Prepare documentation for necessary board and shareholder approvals

• Party Details: Full legal names and addresses of both company and director, plus registration numbers
• Appointment Terms: Position title, duties, and scope of authority under Dutch law
• Remuneration: Detailed compensation structure, including salary, bonuses, and benefits
• Time Commitment: Expected working hours and attendance requirements for board meetings
• Confidentiality: Protection of company secrets and intellectual property
• Non-Competition: Restrictions on competing activities during and after directorship
• Termination Provisions: Notice periods and grounds for ending the agreement
• Governing Law: Explicit reference to Dutch law and jurisdiction

A Director Services Agreement differs significantly from a Director Appointment Agreement in several key aspects, though they're often confused in Dutch corporate practice. While both relate to director roles, their scope and purpose vary considerably.

• Legal Scope: Director Services Agreements cover comprehensive terms of service, including duties, compensation, and ongoing obligations. Appointment Agreements focus primarily on the formal installation of a director into office.
• Timing and Duration: Services Agreements govern the entire working relationship throughout a director's tenure. Appointment Agreements are typically one-time documents used at the start of directorship.
• Content Detail: Services Agreements include extensive operational details like performance metrics and bonus structures. Appointment Agreements mainly contain statutory requirements and basic position details.
• Corporate Governance: Services Agreements align with Dutch governance codes for ongoing management. Appointment Agreements fulfill initial legal requirements for director registration.