Director Employment Contract for New Zealand

Director Employment Contract Template for New Zealand

A comprehensive employment agreement specifically designed for company directors in New Zealand, incorporating requirements from the Companies Act 1993 and Employment Relations Act 2000. This document establishes the terms and conditions of a director's employment, including their duties, responsibilities, remuneration, and benefits, while ensuring compliance with New Zealand corporate governance requirements and employment law. It addresses both executive and non-executive director roles, incorporating provisions for confidentiality, intellectual property, conflicts of interest, and post-employment obligations.

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What is a Director Employment Contract?

The Director Employment Contract is a crucial legal document used when appointing executive directors in New Zealand companies. It serves as both an employment agreement and a governance document, ensuring compliance with the Companies Act 1993, Employment Relations Act 2000, and other relevant legislation. This contract is essential for establishing clear terms of engagement, protecting both the company's and director's interests, and defining the scope of authority and responsibilities. It typically includes comprehensive provisions on remuneration, performance expectations, confidentiality, and termination conditions, while addressing specific requirements of New Zealand corporate law and employment regulations. The document is particularly important for establishing clear accountability and risk management frameworks in corporate governance structures.

What sections should be included in a Director Employment Contract?

1. Parties: Identification of the company and the director, including formal designations and contact details

2. Background: Context of the appointment, including company overview and circumstances of engagement

3. Definitions: Key terms used throughout the agreement, including specific company terminology and regulatory references

4. Appointment and Term: Details of the director position, commencement date, and term (fixed or ongoing)

5. Duties and Responsibilities: Comprehensive outline of director's duties, both statutory and specific to the role

6. Time Commitment: Expected working hours, availability, and time allocation requirements

7. Remuneration and Benefits: Salary, bonuses, share options, and other benefits including review mechanisms

8. Expenses: Policy on reimbursement of business expenses and approval processes

9. Leave Entitlements: Annual leave, sick leave, and other leave provisions

10. Confidentiality: Obligations regarding confidential information during and after employment

11. Intellectual Property: Ownership and rights related to IP created during directorship

12. Conflicts of Interest: Procedures for declaring and managing conflicts of interest

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

14. Post-Termination Obligations: Restraint of trade, non-solicitation, and ongoing obligations

15. General Provisions: Standard clauses including governing law, notices, and entire agreement

What sections are optional to include in a Director Employment Contract?

1. Board Position: Required if the director will also serve on the board, detailing additional board-related duties

2. International Travel: Necessary for roles involving significant international responsibilities

3. Share Schemes: Required when offering equity participation or share options

4. Multiple Directorships: Needed for group companies where director serves multiple entities

5. Performance Metrics: Detailed KPIs and performance measurement criteria if applicable

6. Insurance Coverage: Specific details of D&O insurance and other coverage if provided

7. Retirement Benefits: Special retirement or pension arrangements if applicable

8. Relocation Terms: Required if the role involves relocation or multiple work locations

What schedules should be included in a Director Employment Contract?

1. Schedule 1: Position Description: Detailed outline of role, responsibilities, and reporting relationships

2. Schedule 2: Remuneration Package: Comprehensive breakdown of salary, benefits, and incentive structures

3. Schedule 3: Company Policies: Key policies the director must comply with

4. Schedule 4: Performance Criteria: Specific KPIs and performance measurement framework

5. Schedule 5: Share Option Terms: Details of any share option or equity participation schemes

6. Appendix A: Statutory Duties: Summary of director duties under NZ Companies Act and other relevant legislation

7. Appendix B: Approved Directorships: List of pre-approved external directorships or appointments

8. Appendix C: Expense Policy: Detailed policy on expense claims and reimbursement procedures

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

Jurisdiction

New Zealand

Publisher

Genie AI

Document Type

Employment Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Energy

Mining

Agriculture

Education

Transportation

Construction

Real Estate

Telecommunications

Media and Entertainment

Non-Profit Organizations

Government Owned Enterprises

Relevant Teams

Legal

Human Resources

Executive Leadership

Corporate Governance

Board Secretariat

Compliance

Risk Management

Finance

Corporate Affairs

Strategy

Relevant Roles

Executive Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Regional Director

Country Director

Division Director

Executive Chairman

Non-Executive Director

Independent Director

Alternate Director

Resident Director

Group Director

Commercial Director

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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