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Yes, a DSA can be amended if both the company and the director agree. Any changes should be made in writing and signed by both parties to ensure they are legally enforceable.
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Director Service Agreements
As a director, your role carries significant responsibility, authority, and personal risk. A Director Service Agreement (DSA) protects you by clearly setting out your duties, rights, and remuneration, while also safeguarding the company by documenting decision-making roles, protecting sensitive information, and ensuring compliance with corporate governance. A well-drafted DSA provides clarity, security, and a strong foundation for both your position and the business.
At Warner Goodman LLP, our Employment team can help you review and negotiate your director service agreement, ensure your rights are protected, and guide you through any disputes with confidence and expertise.
What is a Director Service Agreement?
A DSA is a contract between you and the company that governs your appointment as a director. It is more than a standard employment contract as it reflects your responsibilities as a decision-maker, your legal duties under the Companies Act 2006, and any executive or non-executive functions you perform.
While a DSA sets out your duties, responsibilities and remuneration as a director, an employment contract covers your rights and obligations as an employee. If you hold both roles, it is common to have both agreements in place.
A DSA protects your interests by:
- Clarifying your role and duties
- Outlining your pay, bonuses, and benefits
- Specifying notice periods and termination conditions
- Setting post-termination restrictions, such as non-compete clauses
- Protecting your rights regarding shares or other equity
A DSA safeguards your interests and provides certainty in your role. It clarifies your responsibilities, protects against disputes or unfair termination, and sets out your pay, bonuses, benefits, and share options. It also ensures your duties comply with legal and governance standards, giving you confidence and security to perform your role effectively.
Without a properly drafted DSA, you may face uncertainty about your role or even risk disputes that could affect your position or remuneration.
Key Elements of a Director Service Agreement
When reviewing or negotiating your DSA, pay attention to these important clauses:
Term of Appointment: The duration of your directorship and renewal or termination conditions.
Duties and Responsibilities: Your day-to-day and strategic responsibilities, including committee roles and reporting requirements.
Remuneration and Benefits: Your salary, bonuses, equity options, pension, and other perks.
Termination and Notice: How and when your role can be ended, including notice periods, severance, and rights on resignation.
Confidentiality and Non-Compete: Protects the company’s sensitive information and restricts competition after leaving the company.
Intellectual Property (IP): Ensures clarity on ownership of any IP you create during your tenure.
Indemnity and Liability: Limits personal liability when acting in good faith.
Dispute Resolution: Mechanisms for resolving disagreements, reducing the risk of costly litigation.
Understanding these clauses helps you protect your rights and ensures you are not exposed to unnecessary risks.
Types of Directors and Their Considerations
Different types of directors have different responsibilities and protections:
Executive Directors: Actively manage the company and make strategic decisions, requiring clear terms on duties, remuneration, benefits, and liability protection.
Non-Executive Directors (NEDs): Provide independent oversight and guidance, with agreements focusing on responsibilities, fees, indemnity, and board or committee roles.
De Facto or Shadow Directors: Even without formal appointment, you may be treated as a director legally, so clear documentation of your role, rights, and potential liabilities is essential.
Knowing your position helps ensure the agreement matches your responsibilities and protects you from unforeseen liability.
How We Can Help You
Our experienced employment solicitors can help you by:
 | Reviewing and negotiating your Director Service Agreement to ensure it accurately reflects your role and responsibilities |
| Protecting your rights regarding pay, bonuses, benefits, and share options |
| Ensuring termination and post-termination clauses are fair, clear, and enforceable |
| Reducing the risk of personal liability under the Companies Act 2006 |
| Clarifying your duties and limits as a director, whether executive or non-executive |
We provide tailored legal advice to ensure your agreement is robust, protecting both your interests and your position within the company.
Frequently Asked Questions
Are non-executive directors entitled to the same protections as executive directors?
While NEDs don’t engage in day-to-day management, they still have statutory duties and can be held liable for breaches. Their agreements usually focus on indemnity, fees, and clear role definition, providing protection tailored to their position.
What happens if a director has multiple roles in the company?
If you are both a director and an employee, you may have a DSA and an employment contract. It’s important that the terms of each clearly define your responsibilities, remuneration, and rights to avoid conflicts.
How does a DSA affect share options or equity?
Your DSA should clearly outline any entitlement to shares options, or other equity, including conditions on vesting, sale, or what happens if your directorship ends. This protects your financial interests and avoids disputes.
Can a DSA limit my personal liability
While a DSA cannot remove statutory obligations, it can include indemnity clauses and liability protections for acting in good faith, helping to reduce personal risk while performing your duties.
Is it necessary to involve a solicitor when signing a DSA?
Yes. DSAs involve complex legal and financial issues. Getting specialist legal advice ensures your rights are protected, your obligations are clear, and any potential disputes or liabilities are anticipated.
What should I do if I suspect my DSA is unfair or incomplete?
If you believe your agreement doesn’t fully protect your role or interests, or is missing key clauses, you should seek legal advice immediately. Our solicitors can review, negotiate, and amend agreements to ensure they are fair and enforceable.
Why Choose Warner Goodman LLP?
Navigating your role as a director and understanding your rights under a Director Service Agreement can be complex, leaving you uncertain about your responsibilities, remuneration, or potential liability. Our specialist employment solicitors in Hampshire are here to provide clear advice, practical support, and expert representation throughout the process of reviewing, negotiating, or enforcing your DSA.
We offer a proven track record in handling director and senior executive agreements, with benefits including:
| Over 170 years of experience in employment law for directors and senior employees |
| High success rate in advising clients on director service agreements |
| Transparent pricing so you always know what to expect |
| Clients rate us ‘excellent’ on reviewsolicitors.co.uk, based on over 1,000+ verified reviews |
| Fully regulated and authorised by the Solicitors Regulation Authority (SRA) |
With Warner Goodman LLP, you can rely on a team that is experienced, approachable, and dedicated to protecting your rights and achieving the best possible outcome for every client.
Speak to Our Employment Law Experts
If you are entering a director role, reviewing your Director Service Agreement, or facing disputes over your contract, it’s important to get specialist legal advice as soon as possible. Our experienced solicitors can guide you through every stage — from consultation and contract review to negotiation, enforcement, and dispute resolution — ensuring your rights are protected and your position is secure.
We assist directors across Hampshire and beyond, with offices conveniently located in Southampton, Portsmouth, Fareham, Chandler's Ford, and Waterlooville. You can choose to meet with us in person or arrange a remote consultation at your convenience.
Call: 023 8063 9311
Email: employment@warnergoodman.co.uk
Alternatively, complete our online enquiry form to request a confidential callback.
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