Independent Director Agreement Template for Philippines

The Independent Director Agreement is a crucial document used when appointing independent directors to a company's board in the Philippines. It is particularly important for publicly listed companies and regulated entities that must comply with SEC Memorandum Circulars and the Code of Corporate Governance. The agreement sets forth the terms of engagement, including independence criteria as defined by Philippine regulations, duties and responsibilities, remuneration, and compliance requirements. This document is essential for establishing clear governance structures and ensuring that independent directors understand their roles and obligations under Philippine law. It typically includes specific provisions required by local regulations, such as term limits, independence criteria, and mandatory corporate governance requirements.

1. Parties: Identifies the company and the independent director as parties to the agreement

2. Background: Establishes the context of the appointment, including the company's need for an independent director and the candidate's qualifications

3. Definitions: Defines key terms used throughout the agreement, including relevant Philippine regulatory terms

4. Appointment and Term: Details of the appointment as independent director, including term length and any renewal provisions, considering SEC term limit requirements

5. Independence Criteria: Specific declarations and commitments regarding the director's independence as per Philippine SEC requirements

6. Duties and Responsibilities: Comprehensive list of duties as required by Philippine law and SEC regulations

7. Time Commitment: Expected time dedication for board meetings, committee meetings, and other director responsibilities

8. Remuneration: Details of fees, allowances, and other benefits payable to the independent director

9. Compliance with Laws: Obligation to comply with relevant laws, SEC regulations, and corporate governance requirements

10. Confidentiality: Provisions regarding confidential information and trade secrets

11. Termination: Circumstances and procedures for termination of the appointment

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