Director Agreement Template for United States

A Director Agreement is a legal contract between a company and its board member that spells out their roles, duties, and benefits. In the Philippines, these agreements follow key requirements under the Corporation Code and Securities Regulation Code, protecting both the organization and the director.

The agreement typically covers compensation, confidentiality rules, board meeting attendance, and the director's fiduciary duties. It also details important provisions like term length, removal procedures, and conflict of interest policies - making it an essential tool for good corporate governance in Filipino companies.

Use a Director Agreement when bringing new members onto your company's board of directors in the Philippines. This document becomes essential during leadership transitions, mergers, or when expanding your board - especially for corporations registered with the SEC.

Having this agreement in place before a director starts their duties helps prevent misunderstandings about compensation, responsibilities, and confidentiality obligations. It's particularly important when appointing independent directors, handling sensitive corporate information, or establishing clear governance structures for family-owned businesses transitioning to professional management.

• Directors Service Agreement: Basic agreement for non-executive board members, focusing on governance duties and board responsibilities
• Director Employment Contract: Combines board duties with day-to-day operational responsibilities for working directors
• Medical Director Contract For Medical Spa: Specialized agreement for healthcare facilities with specific clinical oversight provisions
• Executive Director Employment Contract: Comprehensive agreement for senior executive directors with expanded management authority
• Managing Director Contract Of Employment: Detailed contract for top-level directors responsible for company operations and strategy

• Corporate Boards: Review and approve Director Agreements, ensuring alignment with company bylaws and SEC regulations
• Individual Directors: Sign and comply with the agreement terms, including attendance, confidentiality, and performance obligations
• Corporate Secretary: Maintains records, ensures compliance with filing requirements, and updates agreements as needed
• Legal Counsel: Drafts and reviews agreements to ensure compliance with Philippine Corporation Code and industry regulations
• Company Shareholders: May need to approve certain terms, especially for significant compensation packages or special arrangements
• Compliance Officers: Monitor adherence to agreement terms and report violations to the board

• Director Details: Gather full legal name, qualifications, and any existing directorships in other companies
• Board Resolution: Confirm appointment terms approved by the board, including role scope and duration
• Compensation Package: Document all forms of remuneration, benefits, and reimbursement policies
• Company Information: Collect updated SEC registration details, bylaws, and corporate governance policies
• Key Responsibilities: List specific duties, meeting requirements, and performance expectations
• Compliance Requirements: Review SEC guidelines and industry-specific regulations affecting director duties
• Document Generation: Use our platform to create a legally-sound agreement that includes all mandatory elements

• Identification Details: Full names of director and company, SEC registration numbers, and appointment date
• Term and Scope: Duration of appointment, board position, and specific roles under Philippine Corporation Code
• Compensation Structure: Detailed breakdown of fees, benefits, and reimbursement policies
• Fiduciary Duties: Legal obligations, loyalty requirements, and conflict of interest provisions
• Confidentiality Terms: Protection of company information and trade secrets
• Meeting Requirements: Attendance obligations and voting procedures
• Termination Clauses: Grounds for removal, resignation process, and notice periods
• Governing Law: Philippine jurisdiction and applicable SEC regulations

A Director Agreement differs significantly from a Director Appointment Agreement. While both documents relate to board membership, they serve distinct purposes in Philippine corporate governance.

• Scope and Detail: Director Agreements are comprehensive contracts covering ongoing duties, compensation, and relationships, while Appointment Agreements simply formalize the initial selection and basic terms
• Timing and Duration: Appointment Agreements are used at the start of directorship and focus on eligibility and acceptance, while Director Agreements govern the entire term of service
• Legal Obligations: Director Agreements include detailed confidentiality provisions, non-compete clauses, and performance metrics, whereas Appointment Agreements primarily confirm qualifications and acceptance
• Regulatory Focus: Director Agreements address SEC compliance requirements and corporate governance standards in detail, while Appointment Agreements mainly satisfy basic documentation needs