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Directors Agreement Template for England and Wales

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Key Requirements PROMPT example:

Directors Agreement

"I need a Directors Agreement for appointing a new non-executive director to our fintech startup's board, including share options and specific provisions for remote board attendance, with the appointment starting March 1, 2025."

Document background
The Directors Agreement is a crucial document used when appointing new directors to a company's board in England and Wales. It serves as the primary contract between the company and the director, establishing clear parameters for the relationship and ensuring compliance with statutory requirements. The agreement typically includes comprehensive details about the appointment, duties, remuneration, and termination provisions, while also addressing key aspects such as confidentiality and conflicts of interest. This document is essential for both listed and private companies, providing protection for both parties and ensuring clarity in governance arrangements.
Suggested Sections

1. Parties: Identification of the company and the director

2. Background: Context of appointment and relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the appointment and duration

5. Duties and Responsibilities: Specific roles and obligations of the director

6. Remuneration and Benefits: Compensation package details

7. Confidentiality: Protection of company information

8. Termination: Circumstances and procedures for ending the appointment

Optional Sections

1. Share Options: Details of any share schemes - include when director is offered equity participation

2. Insurance and Indemnity: Directors' and Officers' insurance provisions - include when company provides D&O insurance

3. Garden Leave: Terms for garden leave period - include when company wants ability to place director on garden leave

4. International Travel: Terms for international assignments - include when role involves international responsibilities

Suggested Schedules

1. Schedule 1: Duties and Responsibilities: Detailed list of director's duties

2. Schedule 2: Remuneration Package: Detailed breakdown of compensation elements

3. Schedule 3: Share Option Terms: Details of share option scheme if applicable

4. Appendix A: Board Resolution: Copy of board resolution appointing the director

5. Appendix B: Company Policies: Key company policies applicable to directors

Authors

Alex Denne

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

Relevant legal definitions






























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing directors' duties (Sections 171-177), including conflicts of interest, declaration of interests, powers and limitations, and appointment/removal procedures

Employment Rights Act 1996: Covers situations where the director is also an employee, including employment protections, notice periods, and unfair dismissal provisions

Corporate Governance Code: Provides guidance for listed companies on best practices, board composition, and independence requirements

Equality Act 2010: Covers non-discrimination provisions and protected characteristics in the workplace

Financial Services and Markets Act 2000: Relevant for companies operating in regulated sectors, providing specific requirements for directors in financial services

Data Protection Act 2018 and UK GDPR: Governs the handling of personal data and privacy requirements that directors must ensure compliance with

Common Law: Establishes fiduciary duties and confidentiality obligations for directors through case law

Insolvency Act 1986: Outlines directors' responsibilities during financial difficulty and provisions regarding wrongful trading

Bribery Act 2010: Sets out anti-corruption measures and compliance requirements that directors must adhere to

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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