Singapore
Legal Templates
Director Indemnity Agreement

Director Indemnity Agreement Template for Singapore

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Key Requirements PROMPT example:

Director Indemnity Agreement

"Need a Director Indemnity Agreement for a Singapore-listed technology company, covering both local and international directors, with specific provisions for cybersecurity-related risks and cross-border regulatory compliance."

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What is a Director Indemnity Agreement?

A Director Indemnity Agreement is essential for companies operating in Singapore to attract and retain qualified directors by providing them with protection against personal liability. The agreement must comply with Singapore's Companies Act and corporate governance requirements while balancing the company's interests with director protection. This document typically outlines the scope of indemnification, exclusions, claims procedures, and insurance arrangements, ensuring directors can perform their duties with confidence while maintaining appropriate accountability under Singapore law.

What sections should be included in a Director Indemnity Agreement?

1. Parties: Identification of the company and the director being indemnified

2. Background: Context of appointment and purpose of indemnity

3. Definitions: Key terms including 'Indemnified Events', 'Losses', 'Claims'

4. Scope of Indemnity: Extent and limitations of the indemnification

5. Exclusions: Events and circumstances not covered by the indemnity

6. Claims Procedure: Process for making and handling indemnification claims

7. Duration: Term of the indemnity coverage

What sections are optional to include in a Director Indemnity Agreement?

1. Insurance Provisions: Details of D&O insurance coverage when company provides D&O insurance

2. Advancement of Expenses: Terms for advancing legal costs before final determination when immediate coverage of legal expenses is offered

3. Multiple Claims: Handling of multiple or related claims, typically used for complex corporate structures or high-risk environments

What schedules should be included in a Director Indemnity Agreement?

1. Schedule of Excluded Events: Detailed list of circumstances not covered by indemnity

2. Claims Notification Form: Standard form for making indemnification claims

3. Insurance Policy Details: Summary of relevant D&O insurance coverage, applicable when insurance is part of indemnification arrangement

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

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alex.den.21@genieai.co
Industries

Companies Act (Cap. 50) - Section 172: Primary legislation governing power to indemnify directors under Singapore law. Sets out the fundamental basis for director indemnification.

Companies Act (Cap. 50) - Section 172A: Provisions regarding avoidance of terms exempting liability of officers and auditors. Critical for understanding limitations on indemnification.

Companies Act (Cap. 50) - Section 172B: Statutory provisions regarding insurance for officers against certain liabilities. Relevant for coordinating insurance coverage with indemnification.

Securities and Futures Act (Cap. 289): Regulatory framework for securities trading and director's liabilities therein, including disclosure obligations and trading restrictions.

Singapore Corporate Governance Code: Guidelines and best practices for corporate governance, including director's duties and responsibilities in Singapore context.

Third Parties (Rights against Insurers) Act: Legislation governing rights of third parties in insurance matters, relevant for understanding insurance aspects of indemnification.

Prohibited Indemnification Areas: Categories that cannot be indemnified: criminal conduct, fraudulent behavior, willful misconduct, gross negligence, breaches of fiduciary duties, and regulatory penalties.

Statutory Compliance Requirements: mandatory compliance elements: statutory limitations, company's constitution/articles of association, and stock exchange listing requirements if applicable.

Insurance Coordination: Considerations for coordinating Directors & Officers (D&O) insurance coverage with indemnification provisions.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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