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Company Director Agreement
"I need a Company Director Agreement for appointing a senior tech executive as a new independent director to our fintech company's board, starting March 1, 2025, with specific provisions for handling potential conflicts of interest due to their existing roles in other tech companies."
1. Parties: Identification of the Company and the Director, including their complete legal names and addresses
2. Background: Context of the appointment, including company information and the basis for the director's appointment
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the director's appointment, term length, and renewal provisions
5. Duties and Responsibilities: Comprehensive outline of director's duties under Philippine law and company requirements
6. Time Commitment: Expected time dedication for board meetings, committee work, and other director responsibilities
7. Remuneration and Benefits: Details of director's fees, allowances, and any additional benefits
8. Expenses: Policy on reimbursement of expenses incurred in performing director duties
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest
11. Termination: Grounds and procedures for termination of the appointment
12. Company Policies and Compliance: Director's obligations to comply with company policies and relevant laws
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. General Provisions: Standard clauses including notices, entire agreement, and amendments
1. Executive Director Provisions: Additional terms for directors who also hold executive positions, including executive duties and additional compensation
2. Committee Appointments: Specific provisions for directors appointed to board committees
3. Share Qualifications: Requirements for director's shareholding if required by company bylaws
4. Insurance and Indemnification: Details of D&O insurance coverage and company indemnification
5. Non-Competition: Restrictions on involvement with competing businesses during and after directorship
6. Intellectual Property: Provisions regarding IP created during directorship, particularly relevant for executive directors
7. Performance Evaluation: Process and criteria for evaluating director's performance
8. Multiple Directorships: Provisions regarding holding director positions in other companies
1. Schedule 1: Remuneration Details: Detailed breakdown of all compensation components and payment terms
2. Schedule 2: Board and Committee Meeting Schedule: Annual calendar of scheduled board and committee meetings
3. Schedule 3: Company Policies: List of relevant company policies the director must comply with
4. Schedule 4: Powers of Attorney: Specific powers granted to the director, if any
5. Appendix A: Code of Conduct: Company's code of conduct and ethics for directors
6. Appendix B: Conflict of Interest Policy: Detailed policy on handling and declaring conflicts of interest
7. Appendix C: Expense Policy: Detailed policy on allowable expenses and reimbursement procedures
Authors
Appointment
Articles of Incorporation
Board
Board Committees
By-laws
Company
Company Group
Company Secretary
Confidential Information
Corporate Governance Code
Director
Effective Date
Executive Position
Financial Year
Intellectual Property Rights
Material Interest
Notice
Parties
Related Party
Remuneration
SEC
Services
Shareholders
Stock Exchange
Subsidiary
Term
Territory
Termination Date
Board Resolution
Conflict of Interest
Corporate Opportunity
Director's Fees
Governing Law
Independent Director
Inside Information
Board Meeting
Permitted Disclosure
Proprietary Information
Restricted Business
Term and Renewal
Duties and Responsibilities
Fiduciary Duties
Board Meetings
Committee Participation
Remuneration
Benefits
Expenses
Time Commitment
Confidentiality
Conflicts of Interest
Non-Competition
Corporate Opportunities
Intellectual Property
Company Resources
Compliance
Reporting Obligations
Performance Evaluation
Training and Development
Insurance and Indemnification
Termination
Resignation
Notice
Data Protection
Record Keeping
Representation and Warranties
Assignment
Severability
Entire Agreement
Amendment
Governing Law
Dispute Resolution
Force Majeure
Survival
Third Party Rights
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Transportation
Telecommunications
Mining
Agriculture
Education
Construction
Professional Services
Entertainment
Food and Beverage
Tourism and Hospitality
Board of Directors
Executive Committee
Audit Committee
Nomination Committee
Remuneration Committee
Corporate Governance
Legal
Compliance
Corporate Secretariat
Risk Management
Human Resources
Board Director
Executive Director
Non-Executive Director
Independent Director
Managing Director
Board Chairman
Vice Chairman
Committee Chairman
Corporate Secretary
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
General Counsel
Company Secretary
Compliance Officer
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