The Executive Director Agreement is a crucial document used when appointing senior executives who will also serve as members of the company's board of directors in South Africa. It must comply with multiple pieces of legislation including the Companies Act 71 of 2008, King IV Corporate Governance Code, and various employment laws. The agreement is designed to clearly define the dual role of the executive director, establishing their responsibilities both as a board member and as a senior executive of the company. It includes comprehensive provisions on remuneration, performance expectations, confidentiality, intellectual property rights, and restraint of trade, while also addressing specific South African regulatory requirements such as employment equity considerations and corporate governance standards.
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Key Requirements PROMPT example:
Executive Director Agreement
"I need an Executive Director Agreement for a JSE-listed mining company, with specific focus on environmental compliance responsibilities and international travel requirements, to be effective from March 1, 2025."
1. Parties: Identification of the company and the executive director
2. Background: Context of the appointment and any relevant corporate history
3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation
4. Appointment and Term: Terms of appointment as executive director, including position title, effective date, and duration
5. Duties and Responsibilities: Detailed description of executive and board duties, reporting lines, and performance expectations
6. Time Commitment: Expected working hours and time allocation between executive and board duties
7. Remuneration and Benefits: Base salary, bonuses, benefits, and any share-based incentives
8. Leave Entitlements: Annual leave, sick leave, and other leave provisions
9. Expenses: Policy on business expenses and reimbursement
10. Confidentiality: Protection of company confidential information and trade secrets
11. Intellectual Property: Ownership and protection of IP created during directorship
12. Restraint of Trade: Non-compete and non-solicitation provisions
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, amendments, and entire agreement
1. External Appointments: Terms for accepting directorships or roles in other organizations - include if other appointments are permitted
2. Relocation: Terms and assistance for relocation - include if director needs to relocate
3. Share Dealing: Specific rules for trading in company shares - include for listed companies
4. Change of Control: Provisions dealing with company takeover or merger - include for listed companies or where relevant
5. Garden Leave: Provisions for placing director on garden leave - include if this possibility is contemplated
6. International Travel: Specific provisions for international work - include if role requires significant travel
7. Acting Positions: Terms for acting in other executive positions - include if temporary role changes are expected
8. Stakeholder Management: Specific obligations regarding key stakeholders - include for roles with significant external engagement
1. Schedule 1: Job Description: Detailed description of role, responsibilities, and key performance areas
2. Schedule 2: Remuneration Structure: Detailed breakdown of salary, bonuses, and benefits package
3. Schedule 3: Share Incentive Terms: Details of any share options or long-term incentive plans
4. Schedule 4: Performance Metrics: Key performance indicators and measurement criteria
5. Schedule 5: Company Policies: List of applicable company policies and procedures
6. Schedule 6: Restraint Provisions: Detailed restraint of trade terms including geographical areas and time periods
7. Appendix A: Board Charter: Company's board charter outlining governance framework
8. Appendix B: Declaration of Interests: Form for declaring personal interests and potential conflicts
Authors
Relevant legal definitions
Agreement
Appointment
Board
Business Day
Cause
Company
Company Group
Company Property
Confidential Information
Effective Date
Employment Period
Executive Duties
Financial Year
Good Reason
Group Company
Intellectual Property Rights
JSE
King Code
Material Breach
MOI
Notice Period
Parent Company
Performance Targets
Position
Prescribed Officer
Prohibited Acts
Remuneration
Remuneration Committee
Restraint Period
Restricted Area
Share Incentive Scheme
Shareholders
Termination Date
Territory
Variable Pay
Base Salary
Benefits
Board Committees
Bonus Scheme
Business Hours
Competitor
Customers
Directors' and Officers' Insurance
Employment Equity Act
Garden Leave
Governing Law
Independent Legal Advice
Long-term Incentive Plan
Material Interest
Normal Retirement Age
Personal Information
POPIA
Related Persons
Restricted Activities
Short-term Incentive Plan
Stakeholders
Subsidiary
Trade Secrets
Appointment
Board
Business Day
Cause
Company
Company Group
Company Property
Confidential Information
Effective Date
Employment Period
Executive Duties
Financial Year
Good Reason
Group Company
Intellectual Property Rights
JSE
King Code
Material Breach
MOI
Notice Period
Parent Company
Performance Targets
Position
Prescribed Officer
Prohibited Acts
Remuneration
Remuneration Committee
Restraint Period
Restricted Area
Share Incentive Scheme
Shareholders
Termination Date
Territory
Variable Pay
Base Salary
Benefits
Board Committees
Bonus Scheme
Business Hours
Competitor
Customers
Directors' and Officers' Insurance
Employment Equity Act
Garden Leave
Governing Law
Independent Legal Advice
Long-term Incentive Plan
Material Interest
Normal Retirement Age
Personal Information
POPIA
Related Persons
Restricted Activities
Short-term Incentive Plan
Stakeholders
Subsidiary
Trade Secrets
Clauses
Appointment
Term and Duration
Role and Duties
Authority and Powers
Board Responsibilities
Executive Responsibilities
Time Commitment
Remuneration
Benefits
Bonus Arrangements
Share Incentives
Leave Entitlements
Expenses
Performance Requirements
Reporting Obligations
Confidentiality
Intellectual Property
Data Protection
Conflicts of Interest
External Appointments
Board Committees
Corporate Governance
Compliance
Directors' and Officers' Insurance
Company Property
Restraint of Trade
Non-Competition
Non-Solicitation
Termination
Garden Leave
Notice Period
Summary Dismissal
Severance
Post-Termination Obligations
Representations and Warranties
Indemnification
Force Majeure
Assignment
Variation
Severability
Entire Agreement
Notices
Governing Law
Dispute Resolution
Legal Costs
Good Faith
Survival
Waiver
Term and Duration
Role and Duties
Authority and Powers
Board Responsibilities
Executive Responsibilities
Time Commitment
Remuneration
Benefits
Bonus Arrangements
Share Incentives
Leave Entitlements
Expenses
Performance Requirements
Reporting Obligations
Confidentiality
Intellectual Property
Data Protection
Conflicts of Interest
External Appointments
Board Committees
Corporate Governance
Compliance
Directors' and Officers' Insurance
Company Property
Restraint of Trade
Non-Competition
Non-Solicitation
Termination
Garden Leave
Notice Period
Summary Dismissal
Severance
Post-Termination Obligations
Representations and Warranties
Indemnification
Force Majeure
Assignment
Variation
Severability
Entire Agreement
Notices
Governing Law
Dispute Resolution
Legal Costs
Good Faith
Survival
Waiver
Relevant Industries
Financial Services
Mining
Manufacturing
Retail
Technology
Healthcare
Telecommunications
Energy
Professional Services
Real Estate
Agriculture
Construction
Transportation
Media and Entertainment
Relevant Teams
Human Resources
Legal
Company Secretariat
Board of Directors
Executive Committee
Remuneration Committee
Nomination Committee
Corporate Governance
Risk and Compliance
Finance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Executive Director
Commercial Director
Technical Director
Regional Director
Group Director
Business Unit Director
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