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A Director Agreement sets out the key rights, duties, and expectations between a company and its board member in New Zealand. It's the formal contract that spells out everything from compensation and time commitments to confidentiality obligations and decision-making authority.

Under the Companies Act 1993, these agreements help protect both parties by clearly defining a director's role, including their fiduciary duties, meeting attendance requirements, and any specific responsibilities. They're especially important for listed companies and larger private firms where governance clarity is crucial. The agreement also covers practical matters like expense reimbursement, insurance coverage, and conflict resolution procedures.

Put a Director Agreement in place before any new board member starts their role, particularly when appointing directors to growing companies or those with complex governance needs. This timing lets you set clear expectations from day one and prevents misunderstandings about duties, compensation, and reporting lines.

The agreement becomes especially vital when bringing on independent directors, handling sensitive intellectual property, or managing multiple board appointments across related companies. New Zealand's Companies Act requirements make these agreements particularly important during major company changes, like preparing for investment rounds, expanding operations, or strengthening corporate governance structures.

• Executive Director Employment Contract: For directors who also hold senior management roles, covering both governance and operational duties
• Non Executive Director Agreement: For independent board members focused purely on governance and strategic oversight
• Medical Director Agreement: Tailored for healthcare organizations with specific clinical governance requirements
• Nominee Director Agreement: Used when a director represents specific shareholders or investor interests
• Directors Loan Agreement: Governs financial arrangements between directors and the company

• Company Directors: Sign and comply with the Director Agreement, taking on specific duties and responsibilities while gaining protection for their role
• Board Chairs: Often lead the process of implementing and reviewing agreements for new and existing directors
• Company Secretaries: Manage the documentation, ensure compliance with NZ Companies Act requirements, and maintain records
• Legal Counsel: Draft and review agreements to ensure they meet regulatory requirements and protect all parties' interests
• Shareholders: Benefit from clear governance structures and may have input rights on director appointments and agreement terms

• Company Details: Gather full legal name, company number, registered office, and board structure details
• Director Information: Collect biographical details, qualifications, and any existing directorships
• Role Specifics: Define term length, meeting commitments, committee roles, and reporting lines
• Compensation Package: Document fees, expenses, insurance coverage, and any share-based incentives
• Key Obligations: List specific duties, confidentiality requirements, and conflicts of interest policies
• Template Selection: Our platform generates customized Director Agreements that align with NZ law, ensuring all essential elements are included

• Appointment Terms: Specific role title, start date, and duration of appointment under Companies Act 1993
• Duties Section: Clear outline of statutory and fiduciary obligations, including board meeting attendance requirements
• Remuneration Details: Director fees, expense policies, and any additional benefits or share arrangements
• Confidentiality Provisions: Scope of confidential information and post-directorship obligations
• Conflict Management: Procedures for declaring interests and handling potential conflicts
• Termination Clauses: Grounds for ending the agreement and required notice periods
• Compliance Framework: References to relevant NZ legislation and corporate governance requirements

A Director Agreement differs significantly from a Director Services Agreement in several key aspects, though they're often confused. While both deal with director-company relationships, their scope and application vary considerably under New Zealand law.

• Scope of Coverage: Director Agreements focus on governance duties, board responsibilities, and fiduciary obligations. Director Services Agreements typically cover specific operational or consulting services beyond standard board duties
• Legal Framework: Director Agreements align directly with Companies Act 1993 requirements for board membership. Director Services Agreements operate more like consulting contracts under general contract law
• Payment Structure: Director Agreements usually specify annual fees and meeting allowances. Director Services Agreements often include project-based or hourly compensation
• Term and Termination: Director Agreements align with board appointment terms. Service agreements typically have specific project durations or renewable service periods