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A Director Appointment Agreement formalizes the selection and engagement of a company director under Indonesian Company Law (UUPT No. 40/2007). This legal contract spells out the director's role, responsibilities, compensation, and term of service after their appointment by company shareholders.

The agreement protects both the company and the incoming director by clearly defining key terms like decision-making authority, reporting requirements, and confidentiality obligations. For Indonesian companies, it must align with their Articles of Association (Anggaran Dasar) and include specific provisions required by the Financial Services Authority (OJK) for public companies.

Use a Director Appointment Agreement when bringing new directors into your Indonesian company, especially during key transitions like corporate restructuring, IPO preparation, or leadership succession. This agreement becomes essential before the director starts their duties and must be in place before filing leadership changes with the Ministry of Law and Human Rights.

The timing matters most when moving from informal to formal governance structures, expanding the board, or replacing retiring directors. Indonesian companies need this document ready before the new director's first board meeting and when updating corporate registry details through the OSS system. It's particularly important for companies seeking external investment or planning significant business changes.

• Executive Director Agreement: Comprehensive contract for full-time directors handling day-to-day operations, including detailed performance metrics and compensation structure
• Non-Executive Director Agreement: Focuses on oversight and advisory roles, with lighter time commitments and different liability provisions
• Independent Commissioner Agreement: Tailored for Indonesia's two-tier board system, emphasizing independence requirements and supervisory duties
• Nominee Director Agreement: Used when representing specific shareholder interests, with special provisions for reporting and decision-making authority
• Foreign Director Agreement: Includes additional provisions for work permits, cross-border tax implications, and compliance with Indonesian investment laws

• Board of Directors: Reviews and signs the agreement, ensuring it aligns with their fiduciary duties and Indonesian Company Law
• Corporate Secretary: Prepares documentation, handles regulatory filings, and maintains corporate records
• Shareholders: Approve director appointments through General Meeting resolutions before agreement execution
• Legal Counsel: Drafts and reviews agreements to ensure compliance with OJK regulations and company bylaws
• Incoming Director: Negotiates terms, provides required documentation, and commits to roles and responsibilities
• Notary Public: Validates signatures and processes the deed of appointment for legal registration

• Company Details: Gather Articles of Association, company registration number (NIB), and latest board composition
• Director Information: Collect ID, tax number (NPWP), residential address, and professional qualifications
• Shareholder Resolution: Secure GMS minutes approving the appointment and term length
• Role Parameters: Define scope of authority, signing powers, and reporting lines
• Compensation Package: Detail salary, benefits, bonuses, and performance metrics
• Compliance Requirements: Check OJK regulations for public companies or sector-specific rules
• Supporting Documents: Prepare confidentiality agreements and code of conduct acknowledgments

• Party Details: Full legal names, addresses, and registration numbers of the company and director
• Appointment Terms: Position title, effective date, and duration of appointment
• Duties and Powers: Specific responsibilities, authority limits, and decision-making scope
• Compensation: Salary, benefits, bonus structure, and reimbursement policies
• Compliance Obligations: References to Company Law, OJK regulations, and corporate governance rules
• Confidentiality: Protection of company secrets and intellectual property
• Termination Provisions: Grounds for removal, resignation process, and notice periods
• Dispute Resolution: Choice of Indonesian law and preferred dispute settlement method

A Director Appointment Agreement differs significantly from a Director Services Agreement in several key aspects under Indonesian law. While both relate to director engagement, their scope and application serve distinct purposes in corporate governance.

• Legal Foundation: Director Appointment Agreements focus on the formal installation of directors as required by Company Law (UUPT), while Service Agreements detail ongoing operational terms
• Timing and Duration: Appointment Agreements are executed at the start of directorship and reflect shareholder approval, whereas Service Agreements can be modified throughout the term
• Content Focus: Appointment Agreements establish position legitimacy and basic authority, while Service Agreements detail day-to-day duties and performance metrics
• Regulatory Requirements: Appointment Agreements must be filed with Ministry of Law and Human Rights, but Service Agreements remain internal company documents