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A Director Services Agreement sets out the formal relationship between a company and its director, much like an employment agreement but tailored specifically for director roles. It covers key aspects like duties, remuneration, confidentiality, and intellectual property rights under NZ's Companies Act 1993.

These agreements protect both parties by clearly defining governance responsibilities, board meeting obligations, and performance expectations. For listed companies on the NZX, they help ensure compliance with listing rules and corporate governance requirements. Many private companies also use them to establish clear boundaries between director and management roles.

You need a Director Services Agreement when appointing new directors to your company's board or formalizing arrangements with existing directors. This becomes especially important when transitioning from informal handshake agreements to proper governance structures, or when scaling up operations requires clearer accountability.

Many NZ companies implement these agreements during key business moments: when seeking investment, preparing for sale, adding independent directors, or updating governance following regulatory changes. The agreement helps prevent disputes by clearly documenting director duties, meeting commitments, remuneration terms, and confidentiality obligations before issues arise.

• Standard Board Director agreements focus on governance duties, meeting attendance, and strategic oversight
• Executive Director versions include additional operational responsibilities and management duties alongside board obligations
• Independent Director agreements emphasize autonomy requirements and specific expertise contributions
• Non-Executive Director agreements typically cover part-time commitments and advisory roles
• Nominee Director versions address reporting obligations to appointing shareholders while maintaining company duties

• Company Boards: Set terms and approve agreements to protect company interests and ensure proper governance
• Directors: Review and sign agreements before taking up board positions, ensuring clear understanding of duties
• Company Secretaries: Manage documentation, updates, and compliance tracking for director agreements
• Legal Counsel: Draft and review agreements to ensure compliance with NZ Companies Act requirements
• Shareholders: May review agreements when appointing nominee directors or during major company decisions

• Director Details: Gather full legal name, contact information, qualifications, and any existing roles
• Appointment Terms: Define start date, duration, meeting commitments, and any specific role expectations
• Remuneration Package: Document fees, expenses, insurance coverage, and any share-based compensation
• Company Information: Include company details, registered office, and relevant board policies
• Compliance Requirements: Check NZ Companies Act obligations and industry-specific governance rules
• Review Process: Our platform generates customized agreements ensuring all essential elements are included

• Appointment Details: Precise role description, term length, and reporting relationships
• Duties and Powers: Specific responsibilities under Companies Act 1993, board obligations, and decision-making authority
• Remuneration Terms: Director fees, expense policies, and any performance-based compensation
• Confidentiality: Protection of company information during and after directorship
• Conflicts of Interest: Disclosure requirements and management procedures
• Termination Provisions: Notice periods, grounds for removal, and post-directorship obligations
• Insurance and Indemnity: D&O coverage details and liability protection scope

A Director Services Agreement differs significantly from a Director Appointment Agreement. While both deal with director roles, they serve distinct purposes and contain different elements.

• Scope and Detail: Director Services Agreements are comprehensive documents covering ongoing duties, remuneration, and relationships, while Appointment Agreements focus mainly on the initial appointment process and basic terms
• Timing and Duration: Appointment Agreements handle the formal installation of a director, whereas Services Agreements govern the entire term of service
• Legal Coverage: Services Agreements include detailed provisions for confidentiality, intellectual property, and performance expectations; Appointment Agreements typically only confirm eligibility and acceptance
• Regulatory Focus: Services Agreements address ongoing Companies Act compliance and governance requirements, while Appointment Agreements primarily satisfy initial regulatory filing needs