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Director Fee Agreement

Director Fee Agreement Template for New Zealand

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Key Requirements PROMPT example:

Director Fee Agreement

"I need a Director Fee Agreement for a New Zealand technology company appointing a non-executive director with a base annual fee of NZD 75,000, starting March 1, 2025."

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Document background
The Director Fee Agreement is essential for companies operating in New Zealand that need to formally document the remuneration arrangements for their board members. This document is typically used when appointing new directors or updating terms for existing directors, ensuring compliance with the Companies Act 1993 and other relevant New Zealand legislation. The agreement encompasses crucial details such as fee structure, payment frequency, expense reimbursement policies, and service expectations. It's particularly important for establishing clear governance frameworks, maintaining transparency in director compensation, and protecting both the company's and director's interests. The document should be reviewed regularly to ensure ongoing compliance with legal requirements and market standards.
Suggested Sections

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Outlines the context of the appointment and the company's desire to engage the director

3. Definitions: Defines key terms used throughout the agreement

4. Appointment: Confirms the director's appointment and its terms

5. Director's Duties: Outlines the statutory and general duties of the director

6. Fees and Payment Terms: Specifies the amount, frequency, and method of fee payment

7. Expenses: Details the policy on reimbursement of expenses

8. Time Commitment: Specifies expected time commitment for board and committee meetings

9. Term and Termination: States the duration of the appointment and termination provisions

10. Confidentiality: Establishes confidentiality obligations

11. General Provisions: Includes standard boilerplate clauses such as notices, amendment, and governing law

Optional Sections

1. Committee Appointments: Include when the director will serve on board committees

2. Additional Services: Include when the director may provide services beyond standard director duties

3. Tax Indemnity: Include for non-resident directors or complex tax arrangements

4. Insurance and Indemnity: Include detailed insurance provisions when not covered in company constitution

5. Shareholding Requirements: Include if the director is required to hold shares in the company

6. Conflicts of Interest: Include detailed provisions when the director has specific existing conflicts

7. Technology Use: Include provisions for virtual board meetings and electronic communications

Suggested Schedules

1. Fee Schedule: Detailed breakdown of fees, including base fees, committee fees, and special meeting fees

2. Duties and Responsibilities: Comprehensive list of specific duties and responsibilities

3. Board Meeting Schedule: Annual schedule of planned board meetings and commitments

4. Expense Policy: Detailed policy on claimable expenses and reimbursement procedures

5. Committee Terms of Reference: Terms of reference for any committees the director will serve on

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

Transportation

Agriculture

Education

Non-Profit

Telecommunications

Media and Entertainment

Relevant Teams

Board of Directors

Corporate Secretariat

Legal

Finance

Human Resources

Corporate Governance

Compliance

Risk Management

Executive Management

Relevant Roles

Board Director

Non-Executive Director

Executive Director

Chairman

Company Secretary

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Governance Officer

Board Committee Chair

Independent Director

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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