The Director Fee Agreement is a fundamental governance document used when appointing or renewing terms for company directors in South Africa. It establishes clear terms for director compensation, aligning with the requirements of the Companies Act 71 of 2008 and the principles of the King IV Report on Corporate Governance. This agreement is essential for both listed and unlisted companies to formalize director remuneration arrangements, ensure regulatory compliance, and maintain transparency in corporate governance. The document typically includes comprehensive details about fee structures, payment terms, duties, and obligations, while considering tax implications and, where relevant, exchange control requirements for foreign directors. It serves as a critical reference point for both the company and the director throughout the engagement period.
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1. Parties: Identification of the company and the director, including registration/ID numbers and addresses
2. Background: Context of the appointment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Confirmation of directorship appointment and duration
5. Director's Duties and Responsibilities: Core responsibilities and obligations as per Companies Act and company requirements
6. Fee Structure: Base fees, meeting fees, and other remuneration components
7. Payment Terms: Timing and method of payment, including tax considerations
8. Expenses: Policy on reimbursement of expenses incurred in role performance
9. Compliance and Governance: Obligations regarding company policies, King IV, and relevant legislation
10. Confidentiality: Protection of company information and trade secrets
11. Termination: Circumstances and process for ending the agreement
12. General Provisions: Standard clauses including notices, entire agreement, and governing law
1. Additional Board Committee Fees: Include when director serves on board committees with additional remuneration
2. Share-Based Compensation: Include if director is eligible for share options or similar schemes
3. International Travel Provisions: Include for non-resident directors or when international travel is required
4. Professional Indemnity: Include when specific indemnification beyond standard company provisions is needed
5. Non-Competition: Include for executive directors or when specific competitive restrictions apply
6. Exchange Control Provisions: Include for non-resident directors regarding payment in foreign currency
7. Performance Metrics: Include when fees are partially based on performance criteria
1. Fee Schedule: Detailed breakdown of all fees, including base fee, meeting fees, and committee fees
2. Meeting Schedule: Annual board and committee meeting calendar if predetermined
3. Expense Policy: Detailed policy on claimable expenses and claiming procedures
4. Performance Criteria: Specific metrics and targets if performance-based compensation applies
5. Company Policies: Key company policies affecting director duties and conduct
6. Declaration of Interests: Form for declaring other directorships and potential conflicts
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