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Company Director Agreement

Company Director Agreement Template for Germany

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement for appointing our new CFO to the management board of our Munich-based technology GmbH, starting March 1, 2025, with standard remuneration terms and non-compete provisions."

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Document background
The Company Director Agreement (³Ò±ð²õ³¦³óä´Ú³Ù²õ´Úü³ó°ù±ð°ùvertrag) is a fundamental document used when appointing directors to German companies, whether GmbHs (limited liability companies) or AGs (stock corporations). This agreement is essential for establishing clear parameters of the directorship, ensuring compliance with German corporate law requirements, and protecting both the company's and director's interests. It must be drafted in accordance with various German legislation, including the Aktiengesetz, GmbH-Gesetz, and relevant provisions of the German Commercial Code (HGB). The document typically includes comprehensive details about the director's role, responsibilities, remuneration, benefits, and obligations, while incorporating specific German corporate governance requirements and market practices.
Suggested Sections

1. Parties: Identification of the company and the director, including full legal names and addresses

2. Background: Context of the appointment, including company details and the basis for the director's appointment

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and conditions for renewal

5. Position and Duties: Detailed description of the director's role, responsibilities, and scope of authority

6. Time Commitment: Expected working hours and availability requirements

7. Remuneration: Base salary, bonuses, and other financial benefits

8. Benefits: Non-monetary benefits including insurance, pension, company car, etc.

9. Expenses: Policy on reimbursement of business expenses

10. Confidentiality: Obligations regarding company confidential information

11. Data Protection: Compliance with GDPR and German data protection laws

12. Corporate Governance: Compliance with corporate governance requirements and company policies

13. Termination: Grounds and procedures for termination of the agreement

14. Post-Termination Obligations: Continuing duties after the end of the appointment

15. Governing Law: Specification of German law as governing law and jurisdiction

Optional Sections

1. Non-Competition: Restrictions on competing activities during and after directorship - include for senior directors or in competitive industries

2. Share Options: Terms of any share option or equity participation schemes - include if company offers equity incentives

3. International Travel: Specific provisions for international duties - include if role involves significant international work

4. Supervisory Board Relationship: Interface with supervisory board - include for AGs or larger GmbHs with supervisory boards

5. Multiple Directorships: Provisions regarding holding other director positions - include if relevant to specific situation

6. Intellectual Property: IP rights and obligations - include if director involved in technical or creative work

7. D&O Insurance: Directors and Officers liability insurance provisions - include for larger companies or higher-risk industries

8. Succession Planning: Requirements for handling succession - include for key senior positions

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of salary, bonuses, and other financial benefits

2. Schedule 2: Benefits Package: Comprehensive list of benefits and their terms

3. Schedule 3: Position Description: Detailed role description and responsibilities

4. Schedule 4: Company Policies: Key company policies applicable to the director

5. Schedule 5: Performance Metrics: KPIs and performance evaluation criteria

6. Appendix A: Power of Attorney: Specific powers granted to the director

7. Appendix B: Compliance Declaration: Declaration of compliance with German corporate governance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




































Clauses






































Relevant Industries

Manufacturing

Technology

Financial Services

Professional Services

Retail

Healthcare

Energy

Transportation

Real Estate

Construction

Media and Entertainment

Telecommunications

Pharmaceuticals

Consumer Goods

Industrial Services

Relevant Teams

Legal

Human Resources

Executive Management

Corporate Governance

Compliance

Board Secretariat

Administrative

Finance

Risk Management

Relevant Roles

Managing Director

CEO

Executive Director

Board Member

Chief Financial Officer

Chief Operating Officer

Non-Executive Director

Supervisory Board Member

General Counsel

Head of Legal

Corporate Secretary

HR Director

Compliance 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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