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Directors Service Agreement for Germany

Directors Service Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes the terms and conditions of a director's service with a company. This document outlines the rights, responsibilities, remuneration, and obligations of a director in accordance with German corporate law, particularly the Aktiengesetz (AktG) or GmbH-Gesetz. It includes detailed provisions for appointment terms, duties, compensation structure, benefits, confidentiality obligations, and termination conditions, while ensuring compliance with German corporate governance requirements and relevant EU regulations.

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Directors Service Agreement

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What is a Directors Service Agreement?

The Directors Service Agreement (Vorstandsdienstvertrag/ұäڳٲüanstellungsvertrag) is a crucial document in German corporate governance that formalizes the relationship between a company and its director. This agreement is essential when appointing new directors or renewing existing appointments, typically used by both Aktiengesellschaft (AG) and Gesellschaft mit beschränkter Haftung (GmbH) entities. It must comply with German corporate law requirements, including the Aktiengesetz or GmbH-Gesetz, and address specific German labor and corporate governance regulations. The document covers comprehensive terms of service, including appointment duration, responsibilities, remuneration structure, benefits, and termination provisions, while ensuring alignment with German legal requirements for director duties and corporate compliance.

What sections should be included in a Directors Service Agreement?

1. Parties: Identification of the company and the director, including full legal names and addresses

2. Background: Context of the appointment and any relevant corporate resolutions

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the appointment, position, and duration of service

5. Duties and Responsibilities: Comprehensive outline of the director's duties, including statutory obligations under German law

6. Time Commitment: Expected working hours and availability requirements

7. Remuneration: Base salary, bonuses, and other financial benefits

8. Benefits: Non-cash benefits including insurance, pension, and other perks

9. Expenses: Policy on business expenses and reimbursement

10. Holiday and Leave: Vacation entitlement and other leave provisions

11. Confidentiality: Protection of company confidential information

12. Intellectual Property: Ownership and protection of IP created during directorship

13. Data Protection: Compliance with GDPR and German data protection laws

14. Termination: Grounds and procedures for termination of the agreement

15. Post-Termination Obligations: Ongoing duties after the end of directorship

16. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

What sections are optional to include in a Directors Service Agreement?

1. Non-Competition: Post-termination restrictions on competing activities, optional based on role sensitivity and market conditions

2. International Travel: Specific provisions for international duties, included if role requires significant travel

3. Multiple Board Positions: Rules regarding holding other directorships, needed if allowed by company policy

4. Company Car: Terms of company car provision, if applicable

5. Representation on Supervisory Board: Required for dual-board structure companies

6. Stock Options: Share-based compensation terms, if offered

7. Relocation Assistance: Terms of relocation support, if director is moving for the role

8. Insurance and Indemnification: D&O insurance and additional indemnification provisions, based on company policy

What schedules should be included in a Directors Service Agreement?

1. Schedule 1 - Remuneration Details: Detailed breakdown of compensation package including bonus calculations

2. Schedule 2 - Benefits Package: Comprehensive list of benefits and their terms

3. Schedule 3 - Performance Metrics: KPIs and performance evaluation criteria

4. Schedule 4 - Approved Outside Directorships: List of pre-approved board positions at other companies

5. Schedule 5 - Company Policies: Key corporate policies applicable to the director

6. Appendix A - Board Resolution: Copy of board resolution approving the appointment

7. Appendix B - Power of Attorney: Scope of director's authority to represent the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Service Contract

Cost

Free to use
Relevant legal definitions








































Clauses









































Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Professional Services

Energy

Transportation

Real Estate

Telecommunications

Consumer Goods

Industrial

Media and Entertainment

Pharmaceuticals

Automotive

Relevant Teams

Legal

Human Resources

Corporate Governance

Board Secretariat

Compliance

Finance

Executive Office

Risk Management

Relevant Roles

Managing Director

Executive Director

Board Member

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Marketing Officer

Executive Board Member

Vorstand

ұäڳٲü

General Manager

Country Manager

Regional Director

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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