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Director Appointment Agreement

Director Appointment Agreement Template for New Zealand

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Key Requirements PROMPT example:

Director Appointment Agreement

"I need a Director Appointment Agreement for a non-executive director joining our New Zealand technology startup's board, with standard confidentiality provisions but additional clauses about involvement in our technology advisory committee and restrictions on involvement with competitor companies."

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Document background
The Director Appointment Agreement is a critical document used when appointing new directors to a company's board in New Zealand. It ensures compliance with the Companies Act 1993 and establishes clear terms for the director's engagement. This agreement is essential for both private and public companies, particularly when formalizing board appointments, documenting remuneration arrangements, and setting out expectations and responsibilities. The document includes provisions for statutory compliance, corporate governance requirements, and specific company policies, while addressing key aspects such as confidentiality, conflicts of interest, and termination provisions. It serves as a fundamental reference point for the relationship between the company and its directors throughout the appointment term.
Suggested Sections

1. Parties: Identifies the company and the appointed director

2. Background: Context of the appointment and company information

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: formal appointment clause, commencement date, and term of appointment

5. Director's Duties and Responsibilities: Statutory and specific duties under the Companies Act 1993 and company requirements

6. Time Commitment: Expected time dedication to the role

7. Remuneration and Benefits: Director's fees, payment terms, and any additional benefits

8. Expenses: Policy on reimbursement of expenses

9. Confidentiality: Obligations regarding confidential information

10. Conflicts of Interest: Process for declaring and managing conflicts

11. Board Meetings and Committees: Participation requirements and expectations

12. Termination: Circumstances and process for ending the appointment

13. Company Policies: Compliance with company policies and procedures

14. Governing Law: Specification of New Zealand law as governing law

15. Execution: Signature blocks and execution details

Optional Sections

1. Additional Roles: Used when the director will serve on specific committees or have additional responsibilities

2. Share Qualification: Include if directors are required to hold shares in the company

3. Professional Development: Include if specific training or development requirements exist

4. Insurance: Details of D&O insurance if provided by the company

5. External Commitments: Include if there are restrictions on other directorships or business activities

6. Performance Review: Include if formal review processes are established

7. Intellectual Property: Include if IP creation is expected as part of the role

8. Independent Professional Advice: Include if providing right to seek independent advice at company's expense

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of fees, benefits, and payment arrangements

2. Schedule 2: Company Policies: List of relevant company policies the director must comply with

3. Schedule 3: Board Charter: Key provisions of the board charter relevant to the director's role

4. Appendix A: Statutory Duties: Detailed outline of director duties under the Companies Act 1993

5. Appendix B: Conflict of Interest Declaration: Form for declaring existing conflicts of interest

6. Appendix C: Consent to Act: Formal consent to act as director as required by Companies Act

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions

































Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Energy

Mining

Professional Services

Real Estate

Construction

Agriculture

Education

Transport and Logistics

Telecommunications

Not-for-Profit

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Human Resources

Executive Office

Risk Management

Company Secretariat

Corporate Affairs

Finance

Relevant Roles

Chief Executive Officer

Company Director

Board Member

Non-Executive Director

Executive Director

Company Secretary

General Counsel

Head of Legal

Chief Financial Officer

Corporate Governance Manager

Board Chair

Managing Director

Chief Operating Officer

Compliance Officer

Corporate Secretary

Industries








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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