The Directors Service Agreement is a crucial document used when appointing individuals to a company's board of directors in Singapore. It serves as a comprehensive contract that protects both the company's and director's interests by clearly defining roles, responsibilities, compensation, and obligations. This agreement must comply with Singapore's Companies Act 1967, the Code of Corporate Governance 2018, and other relevant regulations. It typically includes provisions for both executive and non-executive directors, though terms may vary based on the role's nature.
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1. Parties: Identification of the Company and the Director
2. Background: Context of appointment and basis of agreement
3. Definitions: Key terms used tHRoughout the agreement
4. Appointment and Term: Duration and nature of directorship
5. Duties and Responsibilities: Core obligations and scope of director's role
6. Remuneration and Benefits: Compensation structure including salary, fees, and benefits
7. Confidentiality: Protection of company information
8. Termination: Circumstances and procedures for ending the agreement
1. Share Options: Terms of any share option schemes - include when director is offered equity compensation
2. Insurance and Indemnity: Directors' and Officers' liability coverage - include when company provides D&O insurance
3. External Interests: Rules regarding other directorships/business interests - include when director has other business commitments
4. Intellectual Property: Ownership of IP created during directorship - include when director involved in creative/technical work
1. Schedule 1: Remuneration Details: Detailed breakdown of compensation package
2. Schedule 2: Position Description: Detailed role and responsibilities
3. Schedule 3: Company Policies: Key corporate policies applicable to directors
4. Appendix A: Board Charter: Board governance guidelines and procedures
5. Appendix B: Conflict of Interest Policy: Detailed procedures for handling conflicts
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