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Director Appointment Agreement

Director Appointment Agreement Template for South Africa

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Key Requirements PROMPT example:

Director Appointment Agreement

"Need a Director Appointment Agreement for a non-executive director joining our JSE-listed financial services company from March 1, 2025, with special attention to share dealing restrictions and committee responsibilities for both Audit and Risk committees."

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Document background
The Director Appointment Agreement is a crucial document used when appointing new directors to a company's board in South Africa. It serves as the foundational document establishing the legal relationship between the company and its directors, ensuring compliance with the Companies Act 71 of 2008, the King IV Report on Corporate Governance, and other relevant legislation. This agreement is essential for both listed and unlisted companies, covering aspects such as appointment terms, duties, remuneration, confidentiality, and liability. The document plays a vital role in corporate governance by clearly defining expectations, responsibilities, and obligations of directors while protecting both the company's and the director's interests. It must be tailored to reflect whether the appointment is for an executive or non-executive director position and should incorporate any specific requirements of the company's Memorandum of Incorporation.
Suggested Sections

1. Parties: Identification of the company and the proposed director

2. Background: Context of the appointment and brief company overview

3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation

4. Appointment and Term: Formal appointment clause, commencement date, and duration of appointment

5. Role and Duties: General and specific duties as per Companies Act and company requirements

6. Time Commitment: Expected time dedication to the role and other time-related obligations

7. Remuneration and Benefits: Director fees, meeting fees, and any additional benefits

8. Expenses: Policy on reimbursement of expenses incurred in role performance

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest

11. Board Policies: Compliance with company policies and procedures

12. Termination: Circumstances and procedures for termination of appointment

13. Company Records and Return of Property: Obligations regarding company documentation and property

14. Indemnity and Insurance: Director liability, indemnification, and D&O insurance provisions

15. Notices: Process for formal communications between parties

16. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

Optional Sections

1. Executive Duties: Additional section for executive directors detailing operational responsibilities

2. Group Company Appointments: Required if director will serve on boards of subsidiary or group companies

3. Share Dealings: Required for listed companies regarding trading in company shares

4. Committee Memberships: Details of board committee appointments and related duties

5. Performance Evaluation: Process for reviewing director's performance if company requires formal evaluation

6. Restraint of Trade: Non-compete provisions if required for executive directors

7. Intellectual Property: IP rights and obligations, particularly relevant for executive directors

8. Training and Development: Professional development requirements and support

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of all compensation elements

2. Schedule 2: Company Policies: List of key policies director must comply with

3. Schedule 3: Declaration of Interests: Director's initial declaration of business interests

4. Schedule 4: Board and Committee Meeting Schedule: Annual calendar of scheduled meetings

5. Schedule 5: Group Companies: List of group companies where directorship applies

6. Appendix A: Code of Conduct: Company's code of conduct and ethics

7. Appendix B: Share Dealing Code: For listed companies, detailed share trading rules

8. Appendix C: D&O Insurance Policy: Summary of directors' and officers' liability insurance coverage

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

































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Relevant Industries

Financial Services

Mining

Manufacturing

Retail

Technology

Healthcare

Telecommunications

Energy

Professional Services

Construction

Agriculture

Education

Transport and Logistics

Real Estate

Media and Entertainment

Relevant Teams

Legal

Human Resources

Board Secretariat

Compliance

Corporate Governance

Executive Management

Board of Directors

Nominations Committee

Remuneration Committee

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

HR Director

Board Chairperson

Chief Executive Officer

Compliance Officer

Corporate Governance Officer

HR Manager

Legal Manager

Board Member

Director

Executive Director

Non-Executive Director

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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