Independent Director Agreement Template for Singapore

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Key Requirements PROMPT example:

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."

Document background
The Independent Director Agreement is essential for companies in Singapore seeking to formalize the appointment of independent directors to their boards. This document is particularly crucial for ensuring compliance with Singapore's corporate governance requirements, especially for listed companies and regulated entities. The agreement typically includes comprehensive terms covering director duties, independence criteria, remuneration, and regulatory obligations. It serves as a critical tool for establishing clear expectations and responsibilities while protecting both the company's and director's interests under Singapore law.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, particularly Section 157 which outlines directors' fiduciary duties, duty of care, skill, and diligence

Securities and Futures Act (Cap. 289): Regulates securities and derivatives markets, including disclosure obligations and trading restrictions for directors

Companies (Amendment) Act 2014: Updates to the Companies Act introducing key changes affecting directors' roles and responsibilities

Corporate Governance Code 2018: Key principles and guidelines for corporate governance in Singapore, including independence criteria and nine-year tenure rule for independent directors

SGX Listing Rules: Requirements for listed companies, including specific obligations for independent directors and continuous listing obligations

MAS Guidelines on Corporate Governance: Monetary Authority of Singapore's guidelines on corporate governance practices and standards

Practice Guidance to the Corporate Governance Code: Detailed guidance on implementing the Corporate Governance Code principles

Personal Data Protection Act 2012: Regulations governing the collection, use, and disclosure of personal data, which directors must ensure compliance with

Prevention of Corruption Act: Anti-corruption legislation that directors must be aware of and ensure compliance with

Directors' Training Requirements: Mandatory training and development requirements for independent directors

Board Committee Requirements: Rules regarding participation in board committees such as Audit, Nomination, and Remuneration committees

Directors' Remuneration Framework: Guidelines on directors' fees, meeting attendance fees, and committee fees, including disclosure requirements

Directors' and Officers' Liability: Legal provisions regarding director liability, indemnification, and insurance requirements

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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