The Confirmation of Directorship Letter is a crucial corporate governance document used in New Zealand when appointing new directors to a company's board. This document is typically issued following a board resolution or shareholder decision to appoint a director and serves as formal written confirmation of the appointment. It must comply with the Companies Act 1993 and other relevant New Zealand legislation governing director appointments and duties. The letter outlines essential information including appointment terms, responsibilities, remuneration, and statutory obligations. While not explicitly required by law, it is considered best practice in corporate governance to issue this document as it provides clear documentation of the appointment terms and ensures both the company and the director have a clear understanding of their respective rights and obligations.
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1. Company Details and Date: Full legal name of the company, registered office address, and date of the letter
2. Addressee Details: Full name and address of the appointed director
3. Appointment Confirmation: Formal confirmation of the appointment, including the effective date
4. Basic Terms of Appointment: Key information including position title, appointment date, and any term limits
5. Statutory Duties Reference: Brief reference to director's duties under the Companies Act 1993
6. Board Meeting Requirements: Information about board meeting attendance expectations
7. Remuneration: Basic information about director fees or remuneration
8. Acceptance and Signature: Space for director's acknowledgment and acceptance of the appointment
1. Additional Roles: Required if the director will serve on specific committees or have additional responsibilities
2. Stock Exchange Requirements: Needed for directors of listed companies, covering NZX compliance requirements
3. Confidentiality Provisions: Detailed confidentiality requirements if not covered in a separate agreement
4. Insurance Coverage: Details of D&O insurance if provided by the company
5. Conflicts of Interest: Specific provisions about declaring and managing conflicts if company has specific requirements
6. Induction Process: Information about director orientation if company has a formal program
1. Company Constitution Extract: Relevant sections of the company constitution relating to directors
2. Director Duties Summary: Detailed summary of statutory and company-specific director duties
3. Board Charter Summary: Key points from the board charter if applicable
4. Consent to Act Form: Official form for director's consent to act as required by Companies Office
Relevant legal definitions
Appointment Date
Board
Board Charter
Company
Company Constitution
Companies Act
Director
Director's Duties
Board Committees
Confidential Information
D&O Insurance
Financial Year
Independent Director
Meeting Fees
NZX Listing Rules
Remuneration
Term of Appointment
Board Resolution
Conflicts of Interest
Related Party
Board
Board Charter
Company
Company Constitution
Companies Act
Director
Director's Duties
Board Committees
Confidential Information
D&O Insurance
Financial Year
Independent Director
Meeting Fees
NZX Listing Rules
Remuneration
Term of Appointment
Board Resolution
Conflicts of Interest
Related Party
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Energy
Transportation
Real Estate
Mining
Agriculture
Education
Non-Profit
Construction
Telecommunications
Media and Entertainment
Relevant Teams
Legal
Corporate Governance
Board of Directors
Executive Leadership
Compliance
Risk Management
Company Secretariat
Corporate Affairs
Shareholder Relations
Relevant Roles
Board Director
Non-Executive Director
Executive Director
Company Secretary
Chief Executive Officer
Board Chair
Corporate Governance Officer
Legal Counsel
Compliance Officer
Risk Manager
Corporate Secretary
Managing Director
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