Director Appointment Agreement Template for United States

A Director Appointment Agreement formally establishes someone's role as a director on a company's board in the Philippines. This legal contract spells out the director's duties, compensation, term length, and key responsibilities under the Corporation Code and Securities Regulation Code.

Beyond basic appointment terms, it protects both the company and director by clearly defining confidentiality obligations, conflict of interest policies, and grounds for removal. For listed companies, these agreements must align with SEC requirements and Philippine Stock Exchange rules on corporate governance, including independent director qualifications.

Use a Director Appointment Agreement when bringing new board members into your Philippine corporation, especially during company formation or board expansion. This document becomes essential before allowing any director to participate in board meetings or exercise voting rights - protecting both the company and incoming director from day one.

It's particularly important for regulated industries, publicly listed companies, or when appointing independent directors under SEC requirements. The agreement helps prevent future disputes by clearly documenting term limits, compensation arrangements, and confidentiality obligations up front. Many companies prepare it alongside board resolutions during their annual stockholders' meetings.

• Basic Director Agreement: Standard version for private companies, covering core duties, term length, and compensation
• Independent Director Agreement: Enhanced version meeting SEC requirements for listed companies, with additional provisions on independence criteria
• Executive Director Agreement: Detailed version for directors who also hold management positions, including specific operational responsibilities
• Non-Executive Director Agreement: Focuses on oversight duties and committee roles, often used for advisory board members
• Professional Director Agreement: Tailored for industry experts or consultants serving multiple boards, with specific conflict management provisions

• Board of Directors: Reviews and approves the final agreement, ensuring it aligns with corporate bylaws and governance policies
• Corporate Secretary: Drafts the agreement, maintains official records, and ensures compliance with SEC requirements
• Incoming Director: Reviews, negotiates, and signs the agreement before assuming board duties
• Legal Counsel: Provides guidance on terms, especially for regulated industries or listed companies
• Compliance Officers: Monitors adherence to agreement terms and reports any violations to regulatory bodies

• Director Details: Gather full name, qualifications, and professional background of the appointee
• Board Resolution: Confirm date of board approval and appointment terms
• Compensation Package: Document agreed fees, allowances, and any performance-based incentives
• Term Duration: Specify start date, length of term, and renewal conditions
• Compliance Requirements: Check SEC regulations and PSE rules for director qualifications
• Company Information: Include complete corporate name, registration details, and principal office address
• Key Responsibilities: List specific duties, committee assignments, and reporting obligations

• Appointment Terms: Clear statement of position, effective date, and duration of appointment
• Duties and Powers: Specific responsibilities under Corporation Code and company bylaws
• Compensation: Detailed breakdown of fees, benefits, and reimbursement policies
• Confidentiality: Provisions protecting company secrets and sensitive information
• Conflict of Interest: Declaration requirements and handling procedures
• Termination Clauses: Grounds for removal and resignation procedures
• Governing Law: Reference to Philippine laws and SEC regulations
• Signature Block: Space for director and authorized company representative signatures

A Director Appointment Agreement differs significantly from a Director Services Agreement in both scope and purpose. While both documents relate to director roles, they serve distinct functions in Philippine corporate governance.

• Legal Status: Director Appointment Agreements establish the basic board position and corporate authority, while Services Agreements detail specific operational duties and consultancy arrangements
• Duration Focus: Appointment Agreements typically align with board terms set by bylaws, while Services Agreements often cover specific projects or consulting periods
• Compensation Structure: Appointment Agreements include standard board fees and benefits, whereas Services Agreements detail additional compensation for specific services beyond basic director duties
• Regulatory Requirements: Appointment Agreements must meet SEC and PSE governance rules, while Services Agreements focus more on commercial terms and deliverables