Company Director Agreement Template for Indonesia
Generate a bespoke document
What is a Company Director Agreement?
The Company Director Agreement serves as a crucial legal document in Indonesian corporate governance, establishing the formal relationship between a company and its appointed director. This agreement is essential when appointing new directors or renewing existing appointments, ensuring compliance with Law No. 40 of 2007 on Limited Liability Companies and related regulations. It comprehensively covers appointment terms, duties, remuneration, and obligations while incorporating specific requirements of Indonesian corporate law, including mandatory provisions for director responsibilities and corporate governance. The document is particularly important for establishing clear parameters of authority, protecting company interests, and ensuring transparent governance structures in accordance with Indonesian legal requirements.
Trusted by high-performance teams
Why Trust GenieAI?
- 197 businesses have trusted GenieAI to draft their director agreement (and growing).
- Across every document GenieAI reviews, the median document carries 4 high-priority risks, and vague or ambiguous wording is the single most common problem, at 14.6% of all issues raised.
- GenieAI reviews a full contract, clause by clause, in typically under two minutes.
About the Company Director Agreement
A Company Director Agreement is a critical legal document that formalizes the appointment and relationship between an Indonesian company and its director. Under Indonesian corporate law, this agreement ensures compliance with Law No. 40 of 2007 on Limited Liability Companies while establishing clear governance frameworks that protect both company interests and director responsibilities.
When do you need this document?
You need a Company Director Agreement when appointing new directors to your Indonesian company, whether for initial board formation or replacement of existing directors. This document is essential during corporate restructuring, when expanding board composition, or when existing director terms expire and require renewal. Public companies must ensure compliance with OJK Regulation No. 33/POJK.04/2014, which mandates specific governance requirements for director appointments. The agreement is also crucial when establishing subsidiary companies, during mergers and acquisitions where new leadership structures are required, or when foreign investors appoint directors to Indonesian entities.
Key legal considerations
Your Company Director Agreement must comply with Indonesian Company Law requirements regarding director duties, including fiduciary responsibilities and business judgment obligations. The document should clearly define the scope of authority, decision-making limitations, and reporting requirements to the Board of Commissioners. Critical clauses include remuneration structures compliant with Law No. 13 of 2003 on Employment, conflict of interest provisions, and termination procedures. The agreement must address liability limitations, indemnification provisions, and compliance with Good Corporate Governance principles. Consider including non-compete clauses, confidentiality obligations, and specific performance metrics aligned with company objectives.
Legal requirements in Indonesia
Indonesian law mandates that director appointments follow specific procedures outlined in Law No. 40 of 2007, including shareholder approval and proper documentation with the Ministry of Law and Human Rights. The agreement must incorporate mandatory provisions regarding director responsibilities, including prudent business management and compliance with company articles of association. Public companies must ensure directors meet fit and proper requirements under OJK regulations, including professional qualifications and integrity standards. The document requires proper witnessing and may need notarization depending on company structure. Directors must comply with reporting obligations to regulatory authorities and maintain proper corporate records as mandated by Indonesian corporate law.
GOVERNING LAW
Applicable law
This Company Director Agreement is drafted to comply with Indonesia law. Key legislation includes:
Law No. 13 of 2003 on Employment: Governs employment relationships, including provisions relevant to executive employment agreements and remuneration
OJK Regulation No. 33/POJK.04/2014: Regulations on Directors and Board of Commissioners of Public Companies, containing specific requirements for director appointments and governance in public companies
Indonesian Civil Code (KUHPerdata): Contains basic contract law principles applicable to employment agreements and director contracts
Code of Good Corporate Governance 2006: Guidelines issued by the National Committee on Governance providing principles for corporate governance and director conduct
Law No. 8 of 1995 on Capital Markets: Relevant for directors of public companies, covering disclosure requirements and responsibilities
Minister of Manpower Regulation No. 13 of 2012: Regulations regarding financial components of employment relationships, including executive compensation
OJK Regulation No. 34/POJK.04/2014: Regulations on material transactions and changes in business activities, affecting director responsibilities and decision-making
Explore 208,390+ legal templates
Explore 208,390+ legal templates
Genie's Security Promise
Genie is the safest place to draft. Here's how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie's AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it