The Directors Agreement is a fundamental corporate governance document used when appointing new directors or formalizing existing directorships in Singapore. This agreement is essential for establishing clear terms of engagement, protecting both the company and director's interests, and ensuring compliance with Singapore's Companies Act and corporate governance requirements. The Directors Agreement typically includes provisions for duties, remuneration, confidentiality, and termination, while also addressing specific requirements under Singapore law such as disclosure obligations and fiduciary duties.
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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: Core obligations and responsibilities of the director
6. Remuneration: Compensation, fees, and benefits
7. Confidentiality: Obligations regarding confidential information
8. Termination: Circumstances and procedures for ending the appointment
1. Share Options: Details of any share option schemes - include when director is offered equity compensation
2. Insurance and Indemnification: Directors' and Officers' insurance provisions - include for higher-risk appointments or listed companies
3. Non-compete Provisions: Restrictions on post-directorship activities - include for executive directors or when protecting business interests
4. Performance Metrics: Specific performance targets and evaluation criteria - include for executive directors or performance-based appointments
1. Schedule 1: Powers and Duties: Detailed list of specific powers and duties assigned to the director
2. Schedule 2: Remuneration Details: Detailed breakdown of compensation package including benefits
3. Schedule 3: Company Policies: Key company policies the director must comply with
4. Appendix A: Board Charter: Company's board charter and governance framework
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