Directors Service Agreement for South Africa

Directors Service Agreement Template for South Africa

A comprehensive legal agreement governed by South African law that establishes and regulates the relationship between a company and its director. This document outlines the terms of appointment, duties, responsibilities, remuneration, and benefits of the director while ensuring compliance with the Companies Act 71 of 2008 and other relevant South African legislation. It includes provisions for corporate governance, confidentiality, intellectual property protection, and termination conditions, while incorporating specific requirements of South African corporate law and best practices as outlined in the King IV Code.

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What is a Directors Service Agreement?

The Directors Service Agreement is a crucial document in South African corporate governance, used when appointing both executive and non-executive directors to a company's board. This agreement is essential for establishing clear terms of engagement, protecting both the company's and director's interests, and ensuring compliance with the Companies Act 71 of 2008, King IV Code, and other relevant South African legislation. It typically includes comprehensive details about remuneration, duties, performance expectations, and termination provisions, while also addressing specific South African regulatory requirements such as POPIA compliance and BEE considerations. The agreement serves as a fundamental governance tool, particularly important in listed companies and regulated industries where director accountability and transparency are paramount.

What sections should be included in a Directors Service Agreement?

1. Parties: Identification of the company and the director entering into the agreement

2. Background: Context of the appointment and any relevant corporate history

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Appointment and Term: Terms of appointment, commencement date, and duration

5. Duties and Responsibilities: Director's key duties, compliance with Companies Act, and specific role requirements

6. Time Commitment: Expected working hours and commitment to the role

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

8. Expenses: Provisions for reimbursement of business expenses

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

10. Confidentiality: Protection of company confidential information

11. Intellectual Property: Ownership and protection of IP created during directorship

12. Non-Competition and Non-Solicitation: Restrictive covenants during and post-directorship

13. Termination: Grounds and procedures for termination of the agreement

14. Company Policies: Compliance with company policies and procedures

15. Governing Law: South African law as governing law and jurisdiction

16. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments

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

1. Board Committee Participation: Required for directors expected to serve on specific board committees

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

3. Share Dealing Code: Required for listed companies regarding director share trading

4. Multiple Directorships: Relevant when director holds or may hold other board positions

5. Subsidiary Responsibilities: Required when director has duties across group companies

6. Insurance and Indemnity: Detailed provisions for D&O insurance and company indemnities

7. Stakeholder Engagement: Required for executive directors with public-facing responsibilities

8. Performance Metrics: Specific KPIs and performance evaluation criteria

9. Change of Control: Provisions dealing with company ownership changes

What schedules should be included in a Directors Service Agreement?

1. Schedule 1: Remuneration Package: Detailed breakdown of salary, benefits, and bonus structures

2. Schedule 2: Position Description: Detailed role profile and responsibilities

3. Schedule 3: Board Policies: Key corporate governance and operational policies

4. Schedule 4: Group Companies: List of subsidiaries or related companies where director has responsibilities

5. Schedule 5: Performance Targets: Specific metrics and targets for performance-based compensation

6. Appendix A: Statutory Duties: Extract of relevant Companies Act provisions regarding director duties

7. Appendix B: Share Scheme Rules: Terms of any applicable share option or incentive schemes

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

South Africa

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Mining and Resources

Manufacturing

Retail

Technology

Healthcare

Telecommunications

Professional Services

Energy

Real Estate

Agriculture

Transportation and Logistics

Education

Media and Entertainment

Construction

Relevant Teams

Legal

Human Resources

Company Secretariat

Board of Directors

Executive Committee

Compliance

Corporate Governance

Risk Management

Finance

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Non-Executive Director

Independent Non-Executive Director

Finance Director

Operations Director

Commercial Director

Technical Director

Regional Director

Group Director

Board Chairman

Vice Chairman

Lead Independent 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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