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1. Parties: Identifies the company and the director entering into the agreement
2. Background: Context of the appointment and any relevant company information
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details of the director's appointment, position, and duration
5. Duties and Responsibilities: Comprehensive outline of director's duties, including statutory obligations under Companies Act 1993
6. Time Commitment: Expected time dedication to the role, including board meetings and other commitments
7. Remuneration: Details of fees, payment terms, and review mechanisms
8. Expenses: Policy on reimbursement of reasonable expenses
9. Conflicts of Interest: Provisions for declaring and managing conflicts of interest
10. Confidentiality: Obligations regarding confidential information during and after appointment
11. Company Policies: Compliance with company policies and procedures
12. Termination: Circumstances and procedures for ending the appointment
13. Post-Termination Obligations: Continuing obligations after the agreement ends
14. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Share Schemes: Details of any share options or equity participation, used when director is offered company shares
2. International Travel: Specific provisions for international travel and overseas duties, used for companies with international operations
3. Additional Roles: Provisions for additional responsibilities such as committee chairmanship, used when director has multiple roles
4. Intellectual Property: IP rights and obligations, particularly important for executive directors involved in product development
5. Insurance and Indemnity: Detailed provisions about D&O insurance and company indemnities, used when standard provisions need elaboration
6. Garden Leave: Provisions for placing director on garden leave, used primarily for executive directors
7. Multiple Directorships: Provisions regarding other directorships, used when director serves on multiple boards
8. Performance Metrics: Specific performance criteria and evaluation methods, used for executive directors
1. Schedule 1: Remuneration Details: Detailed breakdown of all compensation elements including fees, benefits, and allowances
2. Schedule 2: Position Description: Detailed outline of the role, responsibilities, and reporting relationships
3. Schedule 3: Company Policies: List of key company policies the director must comply with
4. Schedule 4: Board Meeting Schedule: Annual schedule of board meetings and major corporate events
5. Schedule 5: Share Scheme Terms: Detailed terms of any share or option schemes (if applicable)
6. Appendix A: Statutory Duties: Summary of director's duties under the Companies Act 1993 and other relevant legislation
7. Appendix B: Conflict of Interest Declaration: Form for declaring any existing conflicts of interest
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Energy
Mining
Transportation
Real Estate
Education
Telecommunications
Agriculture
Construction
Media and Entertainment
Legal
Corporate Governance
Board Services
Company Secretariat
Human Resources
Compliance
Risk Management
Executive Office
Board Director
Executive Director
Non-Executive Director
Managing Director
Independent Director
Board Chairman
Company Secretary
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Governance Officer
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