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Company Director Agreement

Company Director Agreement Template for Malaysia

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement for appointing a new executive director to our technology startup, including provisions for share options and intellectual property rights, with the appointment starting March 1, 2025."

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Document background
The Company Director Agreement is a crucial legal document used in Malaysian corporate governance to formalize the appointment of company directors and establish their relationship with the company. This document is required whenever a new director is appointed or when an existing director's terms need to be renewed or modified. It encompasses all essential aspects of the director's role, including statutory duties under the Companies Act 2016, remuneration terms, confidentiality obligations, and governance responsibilities. The agreement serves as a protective mechanism for both the company and the director by clearly defining expectations, obligations, and rights within the Malaysian legal framework. It's particularly important given the significant responsibilities and potential liabilities that directors face under Malaysian corporate law.
Suggested Sections

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

2. Background: Contextual information about the appointment, including board resolution reference and basis of appointment

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the director's appointment, including position, term length, and renewal provisions

5. Duties and Responsibilities: Core duties as a director, including statutory obligations under Companies Act 2016

6. Time Commitment: Expected time dedication to the role and attendance requirements

7. Remuneration and Benefits: Details of director's fees, allowances, and other benefits

8. Expenses: Policy on reimbursement of expenses incurred in performing duties

9. Confidentiality: Obligations regarding confidential information and trade secrets

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

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

12. Company Policies: Director's obligation to comply with company policies and procedures

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

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

Optional Sections

1. Executive Duties: Additional section for executive directors detailing their operational responsibilities

2. Committee Memberships: Required when the director serves on specific board committees

3. Share Options: Included when the director is granted share options or other equity-based compensation

4. Insurance and Indemnity: Detailed provisions for directors' and officers' insurance coverage

5. Non-Competition: Restrictions on competing activities, typically for executive directors

6. Performance Evaluation: Metrics and processes for evaluating director performance

7. Training and Development: Professional development requirements and support

8. Intellectual Property: IP rights provisions, particularly relevant for executive directors

Suggested Schedules

1. Schedule 1 - Remuneration Details: Detailed breakdown of compensation package including fees, allowances, and benefits

2. Schedule 2 - Position Description: Detailed description of roles, responsibilities, and performance expectations

3. Schedule 3 - Company Policies: List of key company policies the director must comply with

4. Schedule 4 - Board and Committee Meeting Schedule: Annual calendar of scheduled board and committee meetings

5. Appendix A - Code of Conduct: Company's code of conduct and ethics for directors

6. Appendix B - Consent to Act: Director's formal consent to act as required under Companies Act 2016

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Appointment
Board
Board Resolution
Company
Companies Act
Confidential Information
Constitution
Director
Effective Date
Financial Year
Group
Intellectual Property Rights
Material Interest
Position
Remuneration
Services
Subsidiary
Term
Termination Date
Code of Conduct
Company Secretary
Board Committee
Corporate Governance Code
Business Day
Identity Card
Annual General Meeting
Board Meeting
Company Policies
Competing Business
Duties
Key Performance Indicators
Notice Period
Share Option Scheme
Working Hours
Clauses
Appointment
Term
Duties and Responsibilities
Authority
Time Commitment
Board Meetings
Remuneration
Benefits
Expenses
Performance Requirements
Confidentiality
Intellectual Property
Conflicts of Interest
Non-Competition
Non-Solicitation
Company Property
Record Keeping
Compliance
Insurance
Indemnification
Termination
Garden Leave
Notice
Return of Property
Representations and Warranties
Data Protection
Governing Law
Dispute Resolution
Force Majeure
Amendment
Severability
Entire Agreement
Assignment
Third Party Rights
Notices
Waiver
Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Energy

Transportation

Real Estate

Telecommunications

Professional Services

Education

Construction

Agriculture

Mining

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Committee

Corporate Governance

Compliance

Human Resources

Risk Management

Internal Audit

Corporate Affairs

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Chairman of the Board

Chief Executive Officer

Company Secretary

Chief Financial Officer

Chief Operating Officer

Legal Counsel

Compliance Officer

Corporate Governance Officer

Board Committee Chair

Industries
Companies Act 2016: The primary legislation governing company operations in Malaysia, including directors' duties, responsibilities, appointments, removals, and qualifications. Sections 196-230 specifically deal with directors' roles and obligations.
Capital Markets and Services Act 2007: Relevant for directors of public listed companies, governing securities trading, disclosure requirements, and market conduct obligations.
Malaysian Code on Corporate Governance 2021: Sets out best practices for corporate governance, including board composition, independence requirements, and director responsibilities.
Employment Act 1955: Relevant for executive directors who may also be employees, covering terms of service, benefits, and employment conditions.
Income Tax Act 1967: Governs the taxation of directors' fees, benefits, and remuneration structures.
Malaysian Anti-Corruption Commission Act 2009: Establishes directors' obligations regarding anti-corruption compliance and corporate liability for corruption offenses.
Securities Commission Malaysia Act 1993: Relevant for directors' compliance with securities regulations and corporate governance requirements.
Personal Data Protection Act 2010: Governs the handling of personal data, which directors must ensure compliance with in their oversight role.
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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