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Company Director Agreement

Company Director Agreement Template for Belgium

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement for appointing a new executive director to our Belgian technology startup, with strong emphasis on IP protection and share option schemes, expected to start March 1, 2025."

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Document background
The Company Director Agreement is a crucial document used when appointing new directors to a company's board in Belgium. It serves as the primary contract defining the legal relationship between the company and its directors, whether executive or non-executive. This agreement must comply with the Belgian Code of Companies and Associations and the Belgian Corporate Governance Code, while also addressing specific requirements of EU directives. The document typically includes comprehensive details about the director's role, responsibilities, remuneration package, compliance obligations, and termination provisions. It's particularly important for ensuring clarity in corporate governance structures and protecting both the company's and director's interests under Belgian law.
Suggested Sections

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

2. Background: Context of the appointment, including relevant corporate resolutions and date of board/shareholder approval

3. Definitions: Key terms used throughout the agreement, including 'Company', 'Board', 'Services', 'Confidential Information'

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

5. Role and Duties: Director's responsibilities, scope of authority, and compliance with corporate governance requirements

6. Time Commitment: Expected time dedication, attendance at meetings, and other commitments

7. Remuneration: Director fees, payment terms, expenses, and benefits

8. Confidentiality: Obligations regarding company information and trade secrets

9. Corporate Governance: Compliance with governance codes, reporting requirements, and internal policies

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

11. Termination: Grounds for termination, notice periods, and consequences

12. Post-Termination Obligations: Continuing duties after termination, including confidentiality and document return

13. General Provisions: Standard clauses including notices, entire agreement, amendments, governing law

Optional Sections

1. Non-Compete Provisions: Restrictions on competing activities, used when protecting company interests is crucial

2. Additional Directorships: Terms regarding holding other directorships, used for non-executive directors

3. Share Options: Details of any share option schemes, used when equity compensation is offered

4. Insurance and Indemnity: Additional protection provisions, used for high-risk sectors or listed companies

5. International Travel: Terms for international duties, used when role requires significant travel

6. Intellectual Property: IP rights and assignments, used when director may create IP in role

7. Performance Metrics: Specific KPIs and evaluation criteria, used for executive directors

8. Representation Powers: Specific powers of representation, used for managing directors

Suggested Schedules

1. Schedule 1: Duties and Responsibilities: Detailed list of specific duties and responsibilities

2. Schedule 2: Remuneration Package: Detailed breakdown of all compensation elements

3. Schedule 3: Company Policies: List of key company policies the director must comply with

4. Schedule 4: Board Reserved Matters: Decisions requiring board approval

5. Appendix A: Corporate Governance Guidelines: Relevant excerpts from corporate governance code

6. Appendix B: D&O Insurance Details: Summary of directors' and officers' liability insurance coverage

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Appointment Date
Articles of Association
Board
Board Reserved Matters
Business Day
CCA
Chairman
Company
Company Group
Company Secretary
Confidential Information
Corporate Governance Code
Director
D&O Insurance
Effective Date
General Meeting
Good Reason
Intellectual Property Rights
Management Committee
Material Breach
Notice Period
Parent Company
Permitted Activities
Prohibited Activities
Related Parties
Remuneration
Services
Shareholders
Subsidiary
Term
Termination Date
Territory
Working Hours
Clauses
Appointment
Term
Duties and Responsibilities
Authority and Powers
Time Commitment
Remuneration
Benefits
Expenses
Board Meetings
Confidentiality
Conflicts of Interest
Corporate Governance
Compliance
Record Keeping
Representation
Performance Review
Training and Development
Insurance
Indemnification
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Share Dealings
Termination
Garden Leave
Post-Termination Obligations
Return of Property
Notices
Severability
Entire Agreement
Amendments
Assignment
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Energy

Real Estate

Telecommunications

Transportation and Logistics

Construction

Media and Entertainment

Pharmaceuticals

Consumer Goods

Industrial Services

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Human Resources

Compliance

Risk Management

Corporate Affairs

Executive Office

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Managing Director

Independent Director

Chairman of the Board

Vice Chairman

Audit Committee Director

Remuneration Committee Director

Risk Committee Director

Corporate Governance Director

Industries
Belgian Code of Companies and Associations (CCA) 2019: The fundamental law governing company structures, director duties, responsibilities, and corporate governance in Belgium. It defines the legal framework for director appointments, terminations, and duties.
Belgian Corporate Governance Code 2020: Sets out principles and guidelines for good corporate governance, including recommendations for director independence, conflicts of interest, and remuneration policies.
Belgian Income Tax Code: Governs the taxation of director remuneration and benefits, including specific provisions for director fees and tax treatment of various compensation components.
Belgian Social Security Legislation: Determines whether directors fall under the social security regime for self-employed persons or employees, affecting social security contributions and benefits.
Belgian Civil Code: Contains general principles of contract law that apply to director agreements, including formation, interpretation, and termination of contracts.
Law on Market Practices and Consumer Protection: Relevant for non-compete clauses and restrictions that may be included in director agreements.
EU Directive 2017/828 (Shareholder Rights Directive II): Implemented in Belgian law, it affects director remuneration policies and related party transactions in listed companies.
Belgian Privacy Law and GDPR: Governs the processing of personal data and privacy rights, relevant for data protection clauses in director agreements.
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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