The Directors Service Agreement is a fundamental document used when appointing executive directors to a company's board in India. It serves as both an employment contract and a governance document, establishing the terms under which a director will serve on the company's board while potentially also acting in an executive capacity. The agreement must comply with Indian legislation, particularly the Companies Act 2013, SEBI regulations (for listed companies), and other relevant corporate laws. It typically includes comprehensive provisions covering appointment terms, duties, remuneration, confidentiality obligations, and termination conditions. This document is essential for ensuring clarity in the relationship between the company and its directors while providing legal protection for both parties.
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1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the appointment and any relevant company background
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, effective date, and duration
5. Duties and Responsibilities: Detailed description of director's roles, responsibilities, and obligations
6. Time Commitment: Expected time dedication to the role and other commitments
7. Remuneration and Benefits: Compensation structure, including salary, bonuses, and benefits
8. Place of Work: Primary location and travel requirements
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Intellectual Property: Assignment and protection of IP rights
11. Conflicts of Interest: Provisions for declaring and managing conflicts
12. Termination: Grounds and procedures for ending the agreement
13. Post-Termination Obligations: Continuing duties and restrictions after termination
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law
1. Listed Company Obligations: Additional obligations for directors of listed companies, include when company is listed or planning to list
2. International Travel: Specific provisions for international travel and overseas duties, include for multinational companies
3. Share Options: Details of any share option or equity participation schemes, include when equity compensation is offered
4. Performance Metrics: Specific KPIs and performance evaluation criteria, include when performance-based compensation is significant
5. Additional Board Positions: Terms for holding positions on subsidiary or group company boards, include for group companies
6. Insurance and Indemnification: Detailed provisions for D&O insurance and company indemnification, include for high-risk industries
7. Garden Leave: Provisions for garden leave during notice period, include for senior executive directors
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Remuneration Structure: Detailed breakdown of salary, benefits, and bonus calculations
3. Schedule 3 - Company Policies: List of applicable company policies and procedures
4. Schedule 4 - Performance Criteria: Detailed performance evaluation metrics and targets
5. Schedule 5 - Approved Outside Directorships: List of pre-approved external board positions
6. Appendix A - Statutory Declaration: Director's statutory declarations under Companies Act 2013
7. Appendix B - Confidentiality Agreement: Detailed confidentiality terms and requirements
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