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Director Fee Agreement Template for England and Wales

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Key Requirements PROMPT example:

Director Fee Agreement

"I need a Director Fee Agreement for a newly appointed non-executive director of our fintech startup, with quarterly payments of £50,000 per year and specific provisions for attending board meetings remotely, starting from March 2025."

Document background
The Director Fee Agreement is essential for companies registered in England and Wales to formally document the compensation arrangements with their directors. This agreement is required to comply with corporate governance requirements and provides transparency in director remuneration. It typically includes details about basic fees, additional benefits, expense policies, and payment schedules. The document helps ensure compliance with the Companies Act 2006 and protects both the company's and director's interests by clearly defining the financial aspects of the directorship.
Suggested Sections

1. Parties: Details of the company and the director

2. Background: Context of the appointment and agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Duration and nature of directorship

5. Fees and Payment Terms: Compensation structure and payment schedule

6. Duties and Responsibilities: Director's obligations and commitments

7. Termination: Conditions for ending the agreement

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Benefits: Additional benefits beyond basic fees - include when offering additional compensation beyond basic fees

2. Expenses: Terms for expense reimbursement - include when director will incur business expenses

3. Confidentiality: Protection of company information - include when handling sensitive information

4. Non-Competition: Restrictions on competing activities - include when protecting company interests from competition

Suggested Schedules

1. Fee Schedule: Detailed breakdown of compensation structure

2. Duties Schedule: Detailed list of director responsibilities

3. Benefits Schedule: Details of additional benefits if applicable

4. Board Resolution: Copy of resolution appointing the director

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company directors' duties (Sections 171-177), disclosure requirements for remuneration, shareholder approval requirements for directors' remuneration, and service contract regulations

Corporate Governance Code: Framework for listed companies covering remuneration policy requirements, transparency obligations, and best practices for director compensation

Income Tax Act 2007: Tax legislation governing the treatment of directors' fees, PAYE implications, and National Insurance contribution requirements

Equality Act 2010: Legislation ensuring non-discrimination and equal pay considerations in director compensation arrangements

Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008: Specific regulations detailing disclosure requirements for directors' remuneration in company reports

Employment Rights Act 1996: Employment legislation that may have relevant provisions depending on the director's role and relationship with the company

Modern Slavery Act 2015: Compliance requirements for larger companies regarding transparency in supply chains and corporate responsibility

GDPR and Data Protection Act 2018: Data protection requirements governing the handling and processing of personal data in director agreements

Financial Services and Markets Act 2000: Additional regulatory requirements specific to directors of financial services companies

Articles of Association: Company's constitutional document containing specific provisions regarding directors' remuneration and appointment terms

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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