Director Exit Agreement for Malaysia

Director Exit Agreement Template for Malaysia

A comprehensive legal document governed by Malaysian law that formalizes the departure of a director from a company's board of directors. This agreement outlines the terms and conditions of the director's resignation, including effective date, final compensation, continuing obligations, and mutual releases. It ensures compliance with the Companies Act 2016 and other relevant Malaysian legislation while protecting both the company's interests and the departing director's rights. The document addresses key aspects such as confidentiality, handover of responsibilities, treatment of shares (if applicable), and post-directorship obligations.

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What is a Director Exit Agreement?

The Director Exit Agreement is a crucial document used when a director leaves their position on a company's board in Malaysia. It serves as a comprehensive record of the termination arrangements, ensuring compliance with Malaysian corporate law, particularly the Companies Act 2016. This agreement becomes necessary when a director resigns, retires, or is required to step down, and it helps manage the transition while protecting both parties' interests. The document typically includes provisions for the resignation process, final settlements, continuing obligations, confidentiality requirements, and the treatment of any shareholdings. It's particularly important in ensuring proper corporate governance, maintaining regulatory compliance, and preventing future disputes. The agreement should be tailored to address specific circumstances such as multiple board positions, executive roles, or share ownership, while adhering to Malaysian legal requirements and corporate governance best practices.

What sections should be included in a Director Exit Agreement?

1. Parties: Identification of the company and the departing director

2. Background: Brief recital of the director's appointment, current situation, and mutual desire to terminate the relationship

3. Definitions: Key terms used throughout the agreement

4. Effective Date of Resignation: Specific date when directorship will cease and process for resignation from all relevant boards and committees

5. Handover Obligations: Requirements for transitioning responsibilities, documents, and company property

6. Final Payments: Details of any final payments, including outstanding fees and expenses

7. Continuing Obligations: Ongoing duties including confidentiality, non-disparagement, and cooperation with pending matters

8. Release and Waiver: Mutual release of claims between parties

9. Company Announcements: Agreed approach to internal and external communications regarding the departure

10. Governing Law: Specification of Malaysian law as governing law and jurisdiction

11. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices

What sections are optional to include in a Director Exit Agreement?

1. Share Treatment: Required if director holds shares, addressing retention, transfer, or buyback of shares

2. Executive Employment Termination: Needed if director also holds executive position, addressing employment termination terms

3. Non-Compete Provisions: Added when business protection through competition restrictions is required

4. Consultancy Arrangements: Used when director will continue providing advisory services post-resignation

5. Benefits Continuation: Required if any company benefits will continue post-departure

6. Intellectual Property Rights: Added when director was involved in IP creation or has specific IP rights

7. Legal Proceedings: Required if there are ongoing legal matters requiring director's cooperation

8. Tax Indemnity: Added when complex tax implications exist in the termination package

What schedules should be included in a Director Exit Agreement?

1. Schedule 1 - Company Property: Detailed list of all company property to be returned

2. Schedule 2 - Shareholding Details: List of shares, options, or other securities held by the director

3. Schedule 3 - Board Positions: List of all board and committee positions from which director is resigning

4. Schedule 4 - Final Payment Calculation: Detailed breakdown of all final payments and benefits

5. Schedule 5 - Confidential Information: Specific details of confidential information and trade secrets

6. Schedule 6 - Continuing Obligations: Detailed list of specific ongoing obligations and their duration

7. Appendix A - Resignation Letters: Template resignation letters for various positions

8. Appendix B - Public Announcement: Draft of any public announcements or regulatory filings

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

Jurisdiction

Malaysia

Publisher

Genie AI

Cost

Free to use
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Education

Construction

Mining

Agriculture

Transportation

Hospitality

Relevant Teams

Legal

Human Resources

Corporate Secretarial

Compliance

Board Secretariat

Corporate Governance

Finance

Risk Management

Internal Audit

Corporate Communications

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Non-Executive Director

Independent Director

Company Secretary

Chief Legal Officer

General Counsel

Head of Compliance

Board Chairman

Chief Financial Officer

Head of Human Resources

Corporate Governance Officer

Risk Management Officer

Company Director

Industries
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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