A Directors Service Agreement is a crucial document used when appointing directors to Indonesian companies (PT), whether private or public. This agreement serves as the primary contract governing the relationship between the company and its director, incorporating requirements from Indonesian Company Law (Law No. 40 of 2007), employment regulations, and corporate governance standards. It's particularly important as it defines the scope of authority, duties, remuneration, and obligations of directors while ensuring compliance with local regulatory requirements. The document is essential for both Indonesian companies appointing local directors and multinational corporations establishing leadership in their Indonesian subsidiaries. It typically requires approval from the Board of Commissioners and, in some cases, shareholders, especially for public companies subject to OJK regulations.
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1. Parties: Identification of the Company and the Director, including complete legal names and addresses
2. Background: Context of the appointment, reference to relevant board/shareholder resolutions, and brief company description
3. Definitions: Key terms used throughout the agreement, including 'Board', 'Confidential Information', 'Group', etc.
4. Appointment and Term: Details of the directorship appointment, commencement date, and duration (fixed term or ongoing)
5. Duties and Responsibilities: Comprehensive outline of director's duties under Company Law and specific to the role
6. Time Commitment and Exclusivity: Expected working hours and any restrictions on other business activities
7. Remuneration and Benefits: Base salary, bonuses, benefits, and review mechanisms in line with Indonesian regulations
8. Expenses: Provisions for reimbursement of reasonable business expenses
9. Location and Travel: Primary work location and travel requirements
10. Compliance and Governance: Obligations to comply with company policies, regulations, and corporate governance requirements
11. Confidentiality: Protection of company information during and after the engagement
12. Intellectual Property: Assignment of IP rights created during the directorship
13. Data Protection: Handling of personal and company data in compliance with Indonesian regulations
14. Termination: Grounds and procedures for termination, notice periods, and consequences
15. Post-Termination Obligations: Continuing duties and restrictions after termination
16. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Non-Competition: Restrictions on competing activities - optional but recommended for senior directors
2. Share Options: Details of any share option schemes - include if director is eligible for equity participation
3. International Travel: Specific provisions for international assignments - include if role requires significant international work
4. Multiple Directorships: Provisions for holding director positions in group companies - include for group-wide appointments
5. Performance Metrics: Specific KPIs and performance evaluation criteria - include if performance-based compensation is significant
6. Insurance: Additional insurance coverage beyond statutory requirements - include for high-risk industries
7. Representation on Other Boards: Terms for external board positions - include if permitted to serve on other boards
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Remuneration Package: Detailed breakdown of all compensation components
3. Schedule 3 - Benefits: Comprehensive list of benefits and their terms
4. Schedule 4 - Company Policies: List of key company policies the director must comply with
5. Schedule 5 - Performance Criteria: Detailed performance evaluation metrics and bonus calculations
6. Appendix A - Board Resolution: Copy of board resolution approving the appointment
7. Appendix B - Job Description: Detailed role description and area of responsibility
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