Director Appointment Agreement Template for England and Wales

A Director Appointment Agreement formally sets out the terms when someone joins a company's board in England and Wales. It captures key details like roles, responsibilities, compensation, and the length of the appointment - going beyond what's listed in the company's articles of association.

This agreement protects both the incoming director and the company by clearly spelling out expectations, confidentiality requirements, and termination procedures. For listed companies, it helps meet Corporate Governance Code requirements, while private companies use it to create clear accountability and avoid future disputes about the director's position.

Use a Director Appointment Agreement when bringing new directors onto your board, especially for complex appointments involving specific performance targets or unusual compensation arrangements. It's particularly valuable when appointing executive directors who will have both board and operational responsibilities.

The agreement becomes essential if your company needs to document special terms around confidentiality, intellectual property rights, or post-termination restrictions. It's also crucial for listed companies meeting Corporate Governance Code requirements, companies with international directors, or situations where the role includes access to sensitive commercial information.

• Executive Director Agreements: Most detailed form, covering both board duties and day-to-day management responsibilities, including performance targets and executive compensation
• Non-Executive Director Letters: Simpler version focusing on governance duties, meeting attendance, and committee roles
• Board Chair Agreements: Enhanced version with specific provisions for leadership responsibilities and stakeholder engagement
• Nominee Director Agreements: Specialized form for directors representing specific shareholders or investor groups
• Fixed-term Agreements: Time-limited appointments often used for project-specific directors or interim positions

• Incoming Directors: Sign the agreement and must understand their duties, compensation, and any restrictions on outside activities
• Company Secretary: Often drafts and maintains Director Appointment Agreements, ensures compliance with Companies House requirements
• Board Chair: Reviews and signs agreements on behalf of the company, sets expectations for new directors
• Legal Counsel: Reviews or drafts agreements, especially for listed companies or complex appointments
• Nomination Committee: Oversees the appointment process and reviews agreement terms for consistency with company policy

• Director Details: Gather full legal name, address, and proposed role (executive/non-executive) of the incoming director
• Board Resolution: Confirm board approval for the appointment and any special terms
• Company Information: Review articles of association and existing board policies
• Role Specifics: Define duties, time commitment, committee memberships, and reporting lines
• Compensation Package: Document salary, benefits, and any performance-related elements
• Term Details: Specify appointment duration, notice periods, and termination provisions

• Appointment Terms: Start date, role title, and duration of appointment
• Duties and Powers: Board responsibilities, committee roles, and decision-making authority
• Time Commitment: Expected hours, meeting attendance, and outside activities limitations
• Remuneration: Fees, expenses, benefits, and payment schedules
• Confidentiality: Protection of company information during and after appointment
• Termination Provisions: Notice periods, grounds for immediate termination
• Governing Law: Explicit statement of English law jurisdiction

A Director Appointment Agreement differs significantly from a Director Services Agreement in several key aspects, though they're often confused. The main distinction lies in their scope and purpose.

• Core Purpose: Director Appointment Agreements focus on board membership terms and governance duties, while Director Services Agreements detail specific operational services and deliverables
• Legal Status: Appointment Agreements establish board position and fiduciary duties under Companies Act 2006, whereas Services Agreements create contractual obligations for specific work
• Duration: Appointment Agreements typically align with board terms and corporate governance rules, while Services Agreements often relate to specific projects or timeframes
• Compensation Structure: Appointment Agreements usually cover director fees and benefits, while Services Agreements detail service-based compensation and performance metrics