Director Indemnity Agreement Template for Philippines

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Key Requirements PROMPT example:

Director Indemnity Agreement

"I need a Director Indemnity Agreement for a newly appointed independent director of our Philippine fintech startup, which should include provisions for D&O insurance coverage and specific protections related to regulatory compliance in the financial technology sector."

Document background

The Director Indemnity Agreement is a fundamental corporate governance document used to provide protection and security to individuals serving as directors on corporate boards in the Philippines. This agreement becomes necessary when a company wishes to attract and retain qualified directors by offering them protection against personal liability for actions taken in good faith while performing their duties. The document must comply with the Revised Corporation Code of the Philippines and related regulations, including the Securities Regulation Code for listed companies. It typically includes detailed provisions on the scope of indemnification, exclusions, claim procedures, and may reference D&O insurance coverage. The agreement is particularly important in the current business environment where directors face increasing scrutiny and potential liability from various stakeholders, regulatory bodies, and the public.

Suggested Sections

1. Parties: Identification of the company and the director entering into the indemnity agreement

2. Background: Context of the agreement, including director's appointment and purpose of indemnification

3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Claims', 'Losses', and 'Proceedings'

4. Scope of Indemnification: Detailed description of what events, actions, and circumstances are covered by the indemnity

5. Exclusions from Indemnity: Specific circumstances where indemnification will not apply, including willful misconduct, fraud, or violations of Anti-Graft laws

6. Procedure for Claims: Process for making claims under the indemnity, including notification requirements and timing

7. Company's Defense Obligations: Company's obligations to defend the director in legal proceedings

8. Advancement of Expenses: Terms for advancing legal and other expenses before final disposition of a claim

9. Director's Obligations: Director's duties in relation to claims, including cooperation and notification requirements

10. Duration and Survival: Period of effectiveness and survival of indemnification rights after directorship ends

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

12. General Provisions: Standard clauses including amendments, notices, and severability

Optional Sections

1. D&O Insurance: Details of how the indemnity interacts with D&O insurance, required if the company maintains D&O coverage

2. Multiple Directorships: Provisions dealing with indemnification across multiple roles or group companies, needed if director serves on multiple boards

3. Tax Provisions: Specific provisions dealing with tax implications of indemnification payments, important for high-value agreements

4. Corporate Opportunity: Provisions relating to business opportunities and non-compete obligations, relevant for executive directors

5. Securities Law Compliance: Additional provisions for listed company compliance, required if company is publicly traded

6. Regulatory Approval: Provisions regarding required regulatory approvals, needed for regulated industries

Suggested Schedules

1. Schedule 1: Claims Procedures: Detailed procedures for making and handling indemnification claims

2. Schedule 2: Excluded Matters: Specific list of matters excluded from indemnification

3. Schedule 3: Form of Claim Notice: Template for director to use when making an indemnification claim

4. Schedule 4: D&O Insurance Details: Summary of existing D&O insurance coverage (if applicable)

5. Appendix A: Board Resolution: Copy of board resolution approving the indemnification agreement

6. Appendix B: Certificate of Authority: Evidence of corporate authority to enter into the indemnification agreement

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Technology

Telecommunications

Real Estate

Mining

Energy

Retail

Healthcare

Education

Transportation

Construction

Agriculture

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Board Services

Compliance

Risk Management

Corporate Governance

Executive Office

Insurance

Human Resources

Finance

Relevant Roles

Director

Independent Director

Executive Director

Non-Executive Director

Chairman of the Board

Vice Chairman

Lead Independent Director

Audit Committee Chairman

Risk Committee Chairman

Corporate Secretary

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Company Secretary

Compliance Officer

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Let's create your Director Indemnity Agreement

Authors

Alex Denne

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