Directors Service Agreement Template for England and Wales

A Director's Service Agreement is a comprehensive legal contract governed by English and Welsh law that establishes the terms and conditions of a director's appointment to a company's board. It outlines the director's duties, responsibilities, remuneration, and benefits while ensuring compliance with the Companies Act 2006 and other relevant legislation. This agreement serves as the primary document governing the relationship between the company and its director, including provisions for termination, confidentiality, and post-termination restrictions.

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What is a Directors Service Agreement?

The Director's Service Agreement is essential when appointing executive directors to a company's board in England and Wales. It provides a formal framework for the relationship between the company and director, covering crucial aspects such as duties, compensation, and obligations. This document is particularly important for ensuring compliance with the Companies Act 2006 and protecting both parties' interests. The agreement typically includes detailed provisions on remuneration, benefits, termination procedures, and post-termination restrictions, while also addressing corporate governance requirements and regulatory obligations.

What sections should be included in a Directors Service Agreement?

1. Parties: Identification of the Company and the Director

2. Background: Context of appointment and basic terms

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the appointment, position, and duration

5. Duties and Responsibilities: Director's obligations, commitments, and scope of role

6. Remuneration: Salary, benefits, and compensation details

7. Working Hours and Location: Time commitment and place of work

8. Holidays and Leave: Holiday entitlement and leave policies

9. Termination: Circumstances and procedures for ending the agreement

10. Confidentiality: Protection of company information

What sections are optional to include in a Directors Service Agreement?

1. Garden Leave: Terms for placing director on garden leave when business protection is crucial

2. International Travel: Terms for overseas work and travel when role involves international responsibilities

3. Share Options: Terms of any share option schemes when equity participation is part of compensation

4. Change of Control: Provisions relating to company sale or merger for listed companies or where M&A is likely

What schedules should be included in a Directors Service Agreement?

1. Schedule 1 - Duties: Detailed list of director's responsibilities

2. Schedule 2 - Benefits: Detailed description of benefits package

3. Schedule 3 - Bonus Scheme: Details of any performance-related compensation

4. Schedule 4 - Restrictive Covenants: Post-termination restrictions and non-compete clauses

5. Appendix A - Company Policies: Key company policies applicable to the director

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

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Cost

Free to use

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