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Company Director Agreement Template for Australia

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement for appointing a non-executive director to our ASX-listed mining company, with specific provisions for ESG oversight responsibilities and management of conflicts related to other mining industry directorships."

Document background
The Company Director Agreement is a crucial governance document used when appointing new directors to a company's board in Australia. It serves as a formal contract between the company and the incoming director, establishing clear terms of engagement while ensuring compliance with the Corporations Act 2001 and other relevant Australian legislation. This agreement is essential for both listed and unlisted companies, providing comprehensive coverage of director's duties, responsibilities, remuneration, and obligations. It includes specific provisions for confidentiality, conflicts of interest, and termination conditions, while also addressing corporate governance requirements, board meeting participation, and committee responsibilities. The document plays a vital role in risk management and corporate governance by clearly defining the parameters of the director's role and protecting both parties' interests.
Suggested Sections

1. Parties: Identifies the company and the director, including their full legal names and relevant details

2. Background: Context of the appointment, including any relevant company history or specific circumstances leading to the appointment

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the director's appointment, including start date and term duration (if fixed)

5. Directors' Duties and Obligations: Comprehensive outline of statutory and fiduciary duties under the Corporations Act 2001 and common law

6. Time Commitment: Expected time commitment, including board meetings, committee participation, and other responsibilities

7. Remuneration: Details of directors' fees, payment terms, and any additional benefits

8. Expenses: Policy on reimbursement of expenses incurred in performing duties

9. Confidentiality: Obligations regarding confidential information during and after the term

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

11. Insurance and Indemnity: Details of directors' and officers' insurance coverage and company indemnification

12. Termination: Circumstances and procedures for termination of the appointment

13. Post-Termination Obligations: Ongoing obligations after the end of the appointment

14. General Provisions: Standard legal provisions including governing law, notices, and entire agreement

15. Execution: Signature blocks and execution details

Optional Sections

1. Executive Duties: Required if the director also holds an executive position, detailing additional responsibilities and terms

2. Committee Responsibilities: Include if the director is expected to serve on specific board committees

3. Share Qualification: Include if directors are required to hold a minimum number of shares in the company

4. Performance Review: Include if there are specific performance evaluation procedures

5. Additional Appointments: Include if there are restrictions or requirements regarding other directorships or appointments

6. Intellectual Property: Include if the director may be involved in creating IP in an executive capacity

7. Garden Leave: Include for executive directors where there may be a need to place them on garden leave

8. Non-Compete Provisions: Include if specific post-termination restrictions are required, particularly for executive directors

Suggested Schedules

1. Schedule 1 - Remuneration Details: Detailed breakdown of all remuneration components, including fees, benefits, and payment terms

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

3. Schedule 3 - Board Charter: Key provisions of the board charter relevant to the director's role

4. Schedule 4 - D&O Insurance Details: Summary of directors' and officers' insurance coverage

5. Schedule 5 - Committee Terms of Reference: Terms of reference for any committees the director will serve on

6. Appendix A - Consent to Act: Director's formal consent to act as required under the Corporations Act

7. Appendix B - Declaration of Interests: Initial declaration of any relevant interests or potential conflicts

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

Relevant legal definitions




































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Relevant Industries

Financial Services

Mining and Resources

Technology

Healthcare

Retail

Manufacturing

Professional Services

Energy

Telecommunications

Real Estate

Education

Transportation and Logistics

Agriculture

Media and Entertainment

Construction

Non-Profit Organizations

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Human Resources

Risk Management

Executive Office

Corporate Affairs

Finance

Company Secretariat

Relevant Roles

Company Director

Non-Executive Director

Executive Director

Board Chair

Company Secretary

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Governance Manager

Compliance Officer

Board Relations Manager

Chief Financial Officer

Chief Operating Officer

Head of Human Resources

Risk Management Officer

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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