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.
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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
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
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
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