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Company Director Agreement

Company Director Agreement Template for Singapore

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement for appointing a non-executive director to our technology startup in Singapore, including share option provisions and specific duties related to our upcoming Series B funding round in March 2025."

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What is a Company Director Agreement?

The Company Director Agreement is a crucial document used when appointing new directors to a company's board in Singapore. It serves as a comprehensive contract that defines the relationship between the company and the director, ensuring compliance with the Singapore Companies Act and corporate governance requirements. This agreement typically includes detailed provisions about the director's role, responsibilities, remuneration, and obligations, while also addressing important aspects such as confidentiality, conflicts of interest, and termination conditions. It's particularly important for both listed and private companies to have this agreement in place to establish clear expectations and protect both parties' interests.

What sections should be included in a Company Director Agreement?

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Context of the appointment and basic company information

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Detailed description of director's roles and obligations under the Companies Act and other relevant legislation

6. Remuneration: Director's fees, benefits, and payment terms including tax considerations

7. Confidentiality: Obligations regarding company information and compliance with Personal Data Protection Act

8. Termination: Conditions and procedures for ending the agreement

What sections are optional to include in a Company Director Agreement?

1. Performance Metrics: Specific KPIs and evaluation criteria for executive directors or performance-based compensation

2. Share Options: Terms of any share option schemes and securities trading restrictions

3. Insurance and Indemnification: Directors' and Officers' insurance provisions and liability protection

4. International Travel: Terms for overseas duties and travel compensation for companies with international operations

What schedules should be included in a Company Director Agreement?

1. Schedule 1: Remuneration Details: Detailed breakdown of compensation package including fees, benefits, and any performance-based elements

2. Schedule 2: Board and Committee Responsibilities: Specific board and committee assignments and governance requirements

3. Appendix A: Company Policies: Relevant corporate governance policies, compliance requirements, and code of conduct

4. Appendix B: Share Option Terms: Detailed terms of any share option schemes and securities trading policies

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




























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Industries

Companies Act 1967: Primary legislation governing company directors in Singapore, covering duties, responsibilities, qualifications, disclosure obligations, appointment restrictions, and requirements for resident directors

Securities and Futures Act: Regulates insider trading, disclosure requirements for listed companies, and securities trading restrictions applicable to company directors

Employment Act: While directors are typically not considered employees, certain provisions may apply if they hold executive roles in the company

Personal Data Protection Act 2012: Governs the handling of personal information and data protection obligations that directors must comply with

Code of Corporate Governance: Sets out corporate governance requirements, particularly for listed companies, including directors' independence requirements and board composition

Income Tax Act: Covers tax implications of directors' fees and remuneration, along with associated reporting requirements

Prevention of Corruption Act: Contains anti-bribery provisions and regulations regarding conflicts of interest that directors must adhere to

Competition Act: Addresses non-compete provisions and market competition regulations that may affect director agreements

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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