��������Ƶ

A Director Services Agreement sets out the formal relationship between a company and its director, spelling out their duties, compensation, and terms of service. In South Africa, these agreements must align with the Companies Act 71 of 2008 and King IV governance principles.

Beyond basic employment terms, this agreement covers key aspects like fiduciary duties, performance expectations, and confidentiality obligations. It protects both parties by clearly defining the director's role, decision-making authority, and reporting requirements while ensuring compliance with JSE listing requirements for public companies.

Use a Director Services Agreement when appointing new board members or updating terms for existing directors in your South African company. This becomes especially important during leadership transitions, company restructuring, or when scaling operations requires clearer governance structures.

The agreement proves vital when defining complex remuneration packages, establishing performance metrics, or managing directors who serve on multiple boards. It's particularly crucial for JSE-listed companies needing to demonstrate strong corporate governance, and for private companies seeking to professionalize their board operations and protect intellectual property.

• Executive Director Agreements: Full-time agreements covering operational responsibilities, strategic decisions, and day-to-day management duties
• Non-Executive Director Agreements: Part-time arrangements focusing on oversight, governance, and advisory roles
• Independent Director Agreements: Enhanced independence requirements, specific meeting commitments, and committee responsibilities
• Nominee Director Agreements: Specialized terms for directors representing specific shareholders or stakeholder interests
• Group Director Agreements: Modified terms for directors serving across multiple companies within a corporate group

• Company Boards: Authorize and approve Director Services Agreements as part of their governance duties
• Directors: Review, negotiate, and sign agreements defining their roles, responsibilities, and compensation
• Legal Teams: Draft and review agreements to ensure compliance with Companies Act and JSE requirements
• Company Secretaries: Maintain records and ensure proper execution of agreements
• Shareholders: May need to approve certain terms, especially for executive directors in listed companies
• HR Departments: Help implement practical aspects like remuneration and performance metrics

• Director Details: Gather full legal name, ID number, and residential address of the appointed director
• Role Definition: Specify exact position, duties, reporting lines, and committee responsibilities
• Compensation Package: Document all forms of remuneration, including fees, benefits, and share options
• Term Parameters: Define appointment duration, renewal terms, and termination conditions
• Company Requirements: Review MOI and board charter for specific governance requirements
• Performance Metrics: Outline clear KPIs and evaluation criteria aligned with company goals
• Legal Compliance: Ensure alignment with Companies Act and King IV guidelines

• Parties and Roles: Full legal names, company details, and director designation type
• Appointment Terms: Duration, commencement date, and renewal conditions
• Duties and Powers: Specific responsibilities, authority limits, and performance expectations
• Remuneration: Fees, benefits, expenses, and payment terms
• Fiduciary Duties: Legal obligations under Companies Act and King IV Code
• Confidentiality: Protection of company information and trade secrets
• Termination Clauses: Notice periods, grounds for termination, and post-termination obligations
• Governing Law: South African jurisdiction and dispute resolution procedures

A Director Services Agreement differs significantly from a Director Appointment Agreement. While both documents relate to board positions, they serve distinct purposes in South African corporate governance.

• Scope and Detail: Director Services Agreements are comprehensive documents covering ongoing duties, remuneration structures, and performance expectations, while Appointment Agreements simply formalize the initial board position
• Legal Requirements: Services Agreements must align with Companies Act regulations about director duties and JSE listing requirements, whereas Appointment Agreements focus on basic statutory compliance
• Duration Focus: Services Agreements govern the entire service relationship, including termination and post-directorship obligations, while Appointment Agreements primarily address the appointment process
• Commercial Terms: Services Agreements detail complex compensation packages and performance incentives; Appointment Agreements typically contain minimal commercial terms