Directors Service Agreement Template for Philippines

The Directors Service Agreement is a crucial document used when appointing directors to company boards in the Philippines. It serves as the primary contract defining the relationship between the company and its directors, whether executive or non-executive. The agreement must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant corporate governance guidelines. This document is essential for establishing clear terms of service, including responsibilities, remuneration, and performance expectations, while incorporating specific requirements for Philippine corporations. It's particularly important for ensuring proper corporate governance, transparency, and accountability in both private and public companies operating under Philippine jurisdiction.

1. Parties: Identification of the company and the director, including their full legal names and addresses

2. Background: Context of the appointment, including board resolution reference and any relevant corporate approvals

3. Definitions: Key terms used throughout the agreement, including 'Board', 'Companies Act', 'Confidential Information', etc.

4. Appointment and Term: Details of the director's role, position, and duration of appointment

5. Duties and Responsibilities: Comprehensive list of director's duties under Philippine law and specific to the company

6. Time Commitment: Expected time dedication, including board meetings, committee participation, and other corporate activities

7. Remuneration: Details of fees, allowances, and other benefits, including payment terms and review mechanisms

8. Expenses: Provisions for reimbursement of reasonable expenses incurred in performing duties

9. Confidentiality: Obligations regarding company information and trade secrets

10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest

11. Termination: Circumstances and procedures for ending the appointment

12. Company Policies: Compliance with internal policies, codes of conduct, and corporate governance guidelines

13. Governing Law: Specification of Philippine law as governing law and jurisdiction

14. General Provisions: Standard clauses including notices, entire agreement, and amendments