The Director Appointment Agreement is a crucial document used when appointing new directors to a company's board in Singapore. It serves as a comprehensive contract that protects both the company's and director's interests by clearly defining roles, responsibilities, and expectations. This agreement must comply with Singapore's Companies Act 1967 and related corporate legislation, including requirements for director qualifications, duties, and disclosure obligations. It's particularly important for establishing clear governance structures, ensuring regulatory compliance, and managing potential conflicts of interest.
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1. Parties: Identifies the company and the appointed director
2. Background: Context of the appointment and 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: Director's obligations and scope of authority
6. Remuneration: Director's fees and payment terms
7. Confidentiality: Obligations regarding confidential information
8. Termination: Circumstances and process for ending the appointment
1. Additional Benefits: Details of any additional benefits package (use for executive directors)
2. Share Options: Details of any share option schemes (use for listed companies)
3. Non-Compete Provisions: Restrictions on competing activities (use for executive directors)
4. Insurance and Indemnification: Details of D&O insurance and indemnification (use for larger companies)
1. Schedule 1: Duties and Powers: Detailed list of director's duties and delegated powers
2. Schedule 2: Remuneration Details: Breakdown of compensation package
3. Schedule 3: Company Policies: Relevant corporate policies and procedures
4. Appendix A: Consent to Act: Director's formal consent to act as required by Companies Act
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