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Independent Director Agreement
"Need an Independent Director Agreement for our Singapore-listed technology company, including specific provisions for cryptocurrency trading restrictions and quarterly board committee meetings, with the appointment starting March 1, 2025."
1. Parties: Identification of the Company and the Independent Director
2. Background: Context of appointment and company information
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and renewal conditions
5. Duties and Responsibilities: Detailed outline of director's roles, including statutory duties and board committee responsibilities
6. Independence Requirements: Criteria and ongoing obligations to maintain independent status
7. Remuneration: Fee structure, payment terms, and expense reimbursement
8. Confidentiality: Non-disclosure obligations and handling of confidential information
9. Termination: Conditions for termination and resignation procedures
1. Insurance and Indemnification: Details of D&O insurance coverage and company indemnification
2. Share Dealing: Rules and restrictions on trading company shares for listed companies
3. Additional Board Committees: Specific committee appointments and responsibilities when director serves on specific committees
4. Training and Development: Required training programs and professional development requirements
1. Schedule 1 - Independence Declaration: Director's declaration confirming independence criteria
2. Schedule 2 - Remuneration Details: Detailed breakdown of fees and payment structure
3. Schedule 3 - Code of Conduct: Company's code of conduct and ethics policies
4. Appendix A - Board Committee Charters: Terms of reference for relevant board committees
5. Appendix B - Conflict of Interest Policy: Company's policy on managing conflicts of interest
Authors
Appointment
Appointment Date
Board
Board Committees
Code of Corporate Governance
Company
Companies Act
Confidential Information
Constitution
Director's Fees
Independence Criteria
Independent Director
Listing Manual
Material Interest
Memorandum and Articles of Association
Related Companies
Related Party
SGX-ST
Subsidiary
Term
Termination Date
Board Resolution
Conflict of Interest
Corporate Governance Policies
Duties
Intellectual Property Rights
Professional Capacity
Proper Authority
Regulatory Requirements
Shareholders
Independence Requirements
Duties and Responsibilities
Board Committee Participation
Time Commitment
Remuneration
Expenses
Confidentiality
Conflict of Interest
Share Dealing
Board Meetings
Performance Review
Training and Development
Insurance and Indemnification
Termination
Notice Requirements
Non-Competition
Intellectual Property
Data Protection
Corporate Governance Compliance
Regulatory Compliance
Company Policies
Record Keeping
Disclosure Obligations
Representation and Warranties
Severability
Entire Agreement
Amendments
Governing Law
Dispute Resolution
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