Directors Agreement Template for Singapore

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Key Requirements PROMPT example:

Directors Agreement

"I need a Directors Agreement for the appointment of a new non-executive director to our Singapore fintech startup, with emphasis on confidentiality provisions and share options, starting from March 2025."

Document background
The Directors Agreement is a fundamental corporate governance document used when appointing new directors or formalizing existing directorships in Singapore. This agreement is essential for establishing clear terms of engagement, protecting both the company and director's interests, and ensuring compliance with Singapore's Companies Act and corporate governance requirements. The Directors Agreement typically includes provisions for duties, remuneration, confidentiality, and termination, while also addressing specific requirements under Singapore law such as disclosure obligations and fiduciary duties.
Suggested Sections

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Context of the appointment and basic company information

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Core obligations and responsibilities of the director

6. Remuneration: Compensation, fees, and benefits

7. Confidentiality: Obligations regarding confidential information

8. Termination: Circumstances and procedures for ending the appointment

Optional Sections

1. Share Options: Details of any share option schemes - include when director is offered equity compensation

2. Insurance and Indemnification: Directors' and Officers' insurance provisions - include for higher-risk appointments or listed companies

3. Non-compete Provisions: Restrictions on post-directorship activities - include for executive directors or when protecting business interests

4. Performance Metrics: Specific performance targets and evaluation criteria - include for executive directors or performance-based appointments

Suggested Schedules

1. Schedule 1: Powers and Duties: Detailed list of specific powers and duties assigned to the director

2. Schedule 2: Remuneration Details: Detailed breakdown of compensation package including benefits

3. Schedule 3: Company Policies: Key company policies the director must comply with

4. Appendix A: Board Charter: Company's board charter and governance framework

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 company directors' duties, responsibilities, statutory requirements, disclosure obligations, and fiduciary duties

Securities and Futures Act (Cap. 289): Governs directors' obligations for listed companies, including insider trading regulations and disclosure requirements

Employment Act (Cap. 91): Relevant employment law provisions that may apply to executive directors in their capacity as employees

Personal Data Protection Act 2012: Legislation governing the handling and protection of personal data, including directors' obligations for data protection

Corporate Governance Code: Guidelines and best practices for directors, particularly important for listed companies

Income Tax Act: Tax legislation relevant to directors' fees, remuneration, and related reporting requirements

Competition Act (Cap. 50B): Legislation governing directors' obligations regarding anti-competitive practices and fair competition

Key Legal Considerations: Essential elements including appointment terms, duties, remuneration, confidentiality, conflicts of interest, termination provisions, indemnification, non-compete clauses, board meeting participation, and corporate governance compliance

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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