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Directors Agreement
"I need a Director's Agreement for appointing a non-executive director to our private manufacturing company in Manila, with standard confidentiality provisions and a three-year term starting January 1, 2025."
1. Parties: Identifies the company and the director entering into the agreement
2. Background: Provides context for the agreement, including the company's desire to appoint the director and the director's willingness to serve
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details of the director's appointment, position, and duration of service
5. Duties and Responsibilities: Comprehensive list of the director's duties, including statutory obligations under Philippine law
6. Time Commitment: Expected time dedication to the role, including board meetings and other company activities
7. Remuneration: Details of compensation, including fees, allowances, and any performance-based incentives
8. Expenses: Provisions for reimbursement of reasonable expenses incurred in performing duties
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Conflict of Interest: Provisions regarding disclosure and handling of potential conflicts
11. Termination: Circumstances and procedures for ending the agreement
12. Company Policies: Director's obligation to comply with company policies and procedures
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. General Provisions: Standard clauses including notices, amendments, and entire agreement
1. Executive Director Provisions: Additional terms for directors who also serve in executive capacity, including executive duties and additional compensation
2. Share Options: Terms regarding any share options or equity-based compensation, if applicable
3. Insurance and Indemnification: Specific provisions for director's insurance and company indemnification
4. Non-Competition: Restrictions on competing activities, particularly relevant for executive directors
5. Multiple Directorships: Provisions regarding serving on other boards, if permitted
6. Intellectual Property: IP rights and assignments, particularly important for executive directors
7. Performance Metrics: Specific performance criteria and evaluation methods, if applicable
1. Schedule 1 - Remuneration Details: Detailed breakdown of compensation package, including fees, allowances, and benefits
2. Schedule 2 - Board and Committee Responsibilities: Specific board and committee positions and associated duties
3. Schedule 3 - Company Policies: List of relevant company policies the director must comply with
4. Schedule 4 - Share Option Terms: Details of any share option scheme or equity compensation
5. Appendix A - Code of Conduct: Company's code of conduct for directors
6. Appendix B - Corporate Governance Guidelines: Relevant corporate governance requirements and guidelines
Authors
Appointment
Board
Board Committees
Company
Confidential Information
Corporate Governance Manual
Director
Effective Date
Executive Director
Financial Year
Group
Independent Director
Intellectual Property Rights
Material Interest
Articles of Incorporation
By-Laws
Person
Prohibited Acts
Related Party
Remuneration
SEC
Services
Share
Shareholders
Subsidiary
Term
Territory
Termination Date
Board Resolution
Company Policies
Conflict of Interest
Corporate Opportunity
Duties
Good Reason
Just Cause
Market Price
Non-compete Period
Office
Stock Option Plan
Voting Rights
Term
Duties and Responsibilities
Fiduciary Duties
Board Meetings
Remuneration
Expenses
Confidentiality
Non-Disclosure
Conflict of Interest
Corporate Opportunity
Non-Competition
Non-Solicitation
Intellectual Property
Indemnification
Insurance
Termination
Notice
Assignment
Severability
Entire Agreement
Amendment
Governing Law
Dispute Resolution
Force Majeure
Representation and Warranties
Compliance with Laws
Data Protection
Ethics and Code of Conduct
Related Party Transactions
Share Dealings
Performance Evaluation
Reporting Obligations
Board Committee Participation
Time Commitment
Training and Development
Company Property
Record Keeping
Resignation
Removal
Retirement
Survival
Financial Services
Manufacturing
Technology
Retail
Healthcare
Real Estate
Energy
Telecommunications
Mining
Agriculture
Education
Transportation
Construction
Professional Services
Media and Entertainment
Legal
Corporate Secretariat
Human Resources
Corporate Governance
Compliance
Board Administration
Executive Office
Risk Management
Internal Audit
Compensation and Benefits
Board Director
Executive Director
Non-Executive Director
Independent Director
Managing Director
Chief Executive Officer
Corporate Secretary
Board Chairman
Vice Chairman
Lead Independent Director
Audit Committee Chairman
Compensation Committee Chairman
Governance Committee Chairman
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