The Independent Director Agreement is a crucial document used in Indonesian corporate governance to formalize the appointment of independent directors to a company's board. This document is essential for ensuring compliance with Indonesian Company Law (Law No. 40 of 2007) and, for public companies, the Financial Services Authority (OJK) regulations. It becomes particularly important when companies need to demonstrate strong corporate governance practices, especially during initial public offerings, corporate restructuring, or when seeking institutional investment. The agreement comprehensively covers independence criteria, duties, compensation, and compliance requirements, serving as a key governance document that helps companies maintain transparency and accountability in their board structure.
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1. Parties: Identification of the Company and the Independent Director
2. Background: Context of the appointment and confirmation of director's independence status
3. Definitions: Key terms used throughout the agreement, including regulatory references
4. Appointment and Term: Terms of appointment, duration, and renewal provisions
5. Independence Requirements: Specific criteria and ongoing obligations to maintain independence status
6. Duties and Responsibilities: Detailed description of the director's role, including statutory and fiduciary duties
7. Time Commitment: Expected time allocation for board and committee duties
8. Remuneration and Benefits: Compensation structure, including fees, allowances, and benefits
9. Board Meetings and Committees: Participation requirements in board meetings and committee assignments
10. Confidentiality: Obligations regarding company information and trade secrets
11. Compliance with Laws: Obligation to comply with relevant laws, regulations, and company policies
12. Termination: Circumstances and procedures for ending the appointment
13. Governing Law and Jurisdiction: Application of Indonesian law and dispute resolution mechanisms
1. Insurance and Indemnification: Details of D&O insurance coverage and indemnification provisions, included for higher-risk industries or listed companies
2. External Commitments: Provisions regarding other directorships or business interests, included when the director has significant external roles
3. Share Ownership Requirements: Requirements or restrictions on company share ownership, typically included for listed companies
4. Performance Evaluation: Process for annual performance review, included for more structured governance frameworks
5. Training and Development: Provisions for ongoing professional development, included for companies with formal director training programs
6. Expenses: Detailed expense policies and reimbursement procedures, included when extensive travel or expenses are expected
7. Intellectual Property: IP rights and obligations, included when the director may be involved in strategic or technical developments
1. Schedule 1: Independence Declaration: Formal declaration of meeting independence criteria under Indonesian law
2. Schedule 2: Remuneration Details: Detailed breakdown of compensation package and payment terms
3. Schedule 3: Company Policies: List of key company policies the director must comply with
4. Schedule 4: Board Committee Assignments: Initial committee appointments and responsibilities
5. Appendix A: Code of Conduct: Company's code of conduct and ethical guidelines
6. Appendix B: Conflict of Interest Policy: Detailed policy on managing and declaring conflicts of interest
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