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Company Director Agreement

Company Director Agreement Template for Denmark

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Company Director Agreement

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Document background
The Company Director Agreement is a crucial document used when appointing new directors to a company's board or formalizing existing directorship arrangements under Danish law. It serves as the primary contract defining the legal relationship between the company and its director, incorporating requirements from the Danish Companies Act and other relevant legislation. This agreement is essential for both listed and private companies in Denmark, providing clarity on roles, responsibilities, remuneration, and compliance obligations. It typically includes comprehensive provisions on corporate governance, confidentiality, conflicts of interest, and termination terms, while ensuring alignment with Danish regulatory requirements and market practices.
Suggested Sections

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

2. Background: Context of the appointment, including company information and the basis for the director's appointment

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the director's role, position, and duration of appointment

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

6. Time Commitment: Expected time dedication to the role and any requirements for availability

7. Remuneration: Details of all forms of compensation, including base salary, bonuses, and benefits

8. Expenses: Policy on reimbursement of business expenses

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Data Protection: Compliance with GDPR and Danish data protection laws

11. Termination: Circumstances and procedures for ending the agreement

12. Company Policies: Obligation to comply with company policies and procedures

13. Governing Law: Specification of Danish law as governing law and jurisdiction

14. Entire Agreement: Standard boilerplate confirming this as the complete agreement

15. Signatures: Execution blocks for all parties

Optional Sections

1. Share Options: Include when the director is offered share options or other equity-based compensation

2. Board Committee Participation: Include when the director is expected to serve on specific board committees

3. International Travel: Include when the role requires significant international travel

4. Intellectual Property: Include when the director may be involved in creating IP

5. Non-Competition: Include when restricting the director's ability to work for competitors

6. Insurance: Include detailed D&O insurance provisions for higher-risk appointments

7. External Appointments: Include when allowing or restricting other directorship positions

8. Performance Metrics: Include for executive directors with specific performance targets

9. Corporate Representation: Include when the director has specific powers to represent the company

Suggested Schedules

1. Schedule 1 - Remuneration Package: Detailed breakdown of all compensation elements

2. Schedule 2 - Position Description: Detailed description of the role and responsibilities

3. Schedule 3 - Company Policies: List of key company policies applicable to the director

4. Schedule 4 - Performance Criteria: Specific KPIs and performance measurement criteria

5. Schedule 5 - Share Option Terms: Detailed terms of any share option or equity arrangements

6. Appendix A - Board Committee Charters: Terms of reference for relevant board committees

7. Appendix B - Powers of Attorney: Any specific authorizations granted to the director

Authors

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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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