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Directors Service Agreement Template for Denmark

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Directors Service Agreement

Document background
The Director's Service Agreement is a crucial document used when appointing directors to Danish companies, whether they are private limited companies (ApS) or public limited companies (A/S). This agreement serves as the primary contract governing the relationship between the company and its directors, ensuring compliance with Danish corporate law, particularly the Danish Companies Act. It is essential for establishing clear terms of service, protecting both the company's and director's interests, and meeting regulatory requirements. The document typically includes comprehensive details about appointment terms, remuneration packages, duties, responsibilities, confidentiality obligations, and termination provisions. It's particularly important for ensuring proper corporate governance and establishing clear accountability in Danish corporate structures.
Suggested Sections

1. Parties: Identification of the company and the director

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

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Term: Terms of appointment, position, and duration

5. Duties and Responsibilities: Director's key duties, responsibilities, and performance obligations

6. Time Commitment: Expected working hours and availability

7. Location: Primary work location and travel requirements

8. Remuneration: Base salary, review process, and payment terms

9. Benefits: Standard benefits package including insurance, pension, etc.

10. Expenses: Expense reimbursement policy and procedures

11. Holidays and Leave: Holiday entitlement and leave policies

12. Confidentiality: Confidentiality obligations during and after employment

13. Data Protection: Compliance with GDPR and Danish Data Protection Act

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

15. Termination: Grounds for termination and notice periods

16. Garden Leave: Company's right to place director on garden leave

17. Post-Termination Restrictions: Non-compete and non-solicitation provisions

18. Return of Property: Obligations regarding company property upon termination

19. Governing Law and Jurisdiction: Application of Danish law and jurisdiction

Optional Sections

1. Share Options and Incentives: Details of share-based incentives - include if company offers share schemes

2. International Services: Provisions for international work - include if director has multi-jurisdiction responsibilities

3. Director's Indemnity: Additional indemnification provisions - typically for listed companies

4. Corporate Governance: Additional governance requirements - required for listed companies

5. Multiple Directorships: Provisions regarding other directorship roles - include if relevant

6. Change of Control: Provisions for company ownership changes - typically for listed companies

7. Compliance with Listing Rules: Stock exchange compliance - required for listed companies

8. Alternative Dispute Resolution: Mediation or arbitration provisions - optional alternative to court jurisdiction

Suggested Schedules

1. Schedule 1: Job Description: Detailed description of director's role and responsibilities

2. Schedule 2: Remuneration Details: Comprehensive breakdown of salary, bonuses, and benefits

3. Schedule 3: Share Option Scheme: Details of any share option or equity participation schemes

4. Schedule 4: Company Policies: Key company policies applicable to the director

5. Schedule 5: Restricted Activities: Detailed list of post-termination restricted activities

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

7. Appendix B: D&O Insurance: Summary of Directors and Officers insurance coverage

Authors

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Relevant Industries
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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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