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Independent Director Agreement

Independent Director Agreement Template for Indonesia

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Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement for our technology company's IPO preparation in Indonesia, planned for March 2025, that complies with OJK regulations and includes comprehensive provisions for audit committee participation and insider trading prevention."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Appointment
Term
Independence Requirements
Duties and Responsibilities
Authority
Remuneration
Board Meetings
Committee Participation
Time Commitment
Confidentiality
Conflict of Interest
Non-Competition
Compliance
Representations and Warranties
Insurance and Indemnification
Performance Evaluation
Training and Development
External Appointments
Share Ownership
Intellectual Property
Data Protection
Termination
Notice
Governing Law
Dispute Resolution
Force Majeure
Assignment
Amendment
Severability
Entire Agreement
Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Technology

Telecommunications

Mining

Energy

Real Estate

Healthcare

Retail

Infrastructure

Transportation

Consumer Goods

Agriculture

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Compliance

Corporate Governance

Risk Management

Human Resources

Internal Audit

Finance

Company Secretarial

Relevant Roles

Independent Director

Board Member

Non-Executive Director

Audit Committee Chairman

Corporate Secretary

Chief Legal Officer

Head of Compliance

Chief Executive Officer

Board Chairman

Governance Officer

Risk Committee Member

Nomination Committee Member

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing corporate entities in Indonesia, including provisions on director appointments, duties, responsibilities, and corporate governance requirements
OJK Regulation No. 33/POJK.04/2014: Regulation from the Financial Services Authority (OJK) regarding Directors and Board of Commissioners of Public Companies, including specific requirements for independent directors
Indonesian Civil Code (KUHPerdata): Provides basic contract law principles applicable to director agreements and general obligations between parties
Law No. 13 of 2003 on Manpower: While independent directors are not typically employees, this law may be relevant for determining certain aspects of the relationship and ensuring proper distinction from employment relationships
Law No. 11 of 2020 (Omnibus Law): Recent reform law affecting various aspects of business operations and corporate governance in Indonesia
Law No. 31 of 1999 on Corruption Eradication: Anti-corruption law relevant to directors' duties and responsibilities in preventing corrupt practices
Income Tax Law (Law No. 36 of 2008): Governs taxation of director compensation and benefits
OJK Regulation No. 21/POJK.04/2015: Regulation on the Implementation of Corporate Governance Guidelines for Public Companies, including provisions affecting independent directors
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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