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Director Agreement
I need a director agreement for a newly appointed director who will oversee the company's expansion into Southeast Asia, with a focus on compliance with local regulations. The agreement should include a performance-based bonus structure, a non-compete clause for 2 years post-termination, and a 3-month notice period.
What is a Director Agreement?
A Director Agreement sets out the legal relationship between a company and its board director in Singapore. This contract spells out the director's duties, compensation, and key responsibilities under the Companies Act, including their obligation to act in the company's best interests.
Beyond listing basic terms of service, it protects both parties by clarifying confidentiality rules, intellectual property rights, and what happens if conflicts arise. Most Singapore companies use these agreements to ensure their directors understand their fiduciary duties and to establish clear governance standards aligned with local corporate regulations.
When should you use a Director Agreement?
Use a Director Agreement when appointing new board members or updating terms for existing directors in Singapore companies. This becomes essential during leadership transitions, when scaling up operations, or bringing in independent directors to strengthen corporate governance.
The agreement proves particularly valuable when your company needs to protect sensitive information, clarify performance expectations, or establish clear procedures for board decisions. Many organizations implement these agreements before major corporate changes, fundraising rounds, or when expanding into regulated industries where director accountability becomes crucial under Singapore law.
What are the different types of Director Agreement?
- Managing Director Contract Of Employment: Comprehensive agreement for top-level executives with broad operational control and strategic responsibilities
- Director Employment Agreement: Standard template for full-time directors handling day-to-day management duties
- Medical Director Contract: Specialized agreement for healthcare facilities, addressing clinical oversight and medical compliance
- Directors Loan Agreement: Governs financial arrangements when directors lend money to or borrow from the company
- Executive Director Employment Contract: Detailed agreement for board members with executive responsibilities and performance targets
Who should typically use a Director Agreement?
- Board of Directors: Reviews and signs Director Agreements, ensuring their terms align with company strategy and governance requirements
- Company Secretary: Maintains official records, ensures compliance with filing requirements, and coordinates agreement execution
- Corporate Legal Counsel: Drafts and customizes agreements to protect company interests while meeting Singapore regulatory standards
- Incoming Directors: Negotiate and commit to terms, responsibilities, and performance expectations outlined in the agreement
- HR Executives: Manage documentation, coordinate onboarding, and ensure alignment with employment policies
- Shareholders: May need to approve certain terms, especially for executive directors or significant compensation packages
How do you write a Director Agreement?
- Director Details: Gather full legal name, ID/passport number, residential address, and proposed role in the company
- Company Information: Compile ACRA registration number, registered address, and current board composition
- Role Specifics: Define key responsibilities, reporting lines, and performance expectations
- Compensation Package: Document salary, benefits, stock options, and any performance-based incentives
- Term Details: Specify appointment duration, renewal conditions, and termination clauses
- Compliance Requirements: Review Singapore Companies Act requirements and industry-specific regulations
- Template Selection: Use our platform to generate a customized agreement that meets all legal requirements
What should be included in a Director Agreement?
- Appointment Terms: Clear statement of role, position title, and appointment duration under Singapore Companies Act
- Duties & Powers: Detailed outline of responsibilities, authority limits, and fiduciary obligations
- Remuneration: Comprehensive breakdown of salary, fees, benefits, and performance-based incentives
- Confidentiality: Protection of company secrets, intellectual property, and sensitive information
- Conflict Resolution: Procedures for handling disputes and applicable Singapore jurisdiction
- Termination Clauses: Conditions for ending the agreement, notice periods, and post-directorship obligations
- Compliance Statement: Acknowledgment of corporate governance requirements and regulatory obligations
- Execution Block: Proper signature sections for all parties with witness provisions
What's the difference between a Director Agreement and a Director Services Agreement?
A Director Agreement differs significantly from a Director Services Agreement in several key aspects, though they're often confused. While both deal with director-company relationships, their scope and application vary considerably under Singapore law.
- Core Purpose: Director Agreements establish the fundamental relationship between a director and the company, covering statutory duties and board responsibilities. Director Services Agreements focus specifically on additional services beyond standard board duties
- Legal Scope: Director Agreements address fiduciary obligations and corporate governance requirements. Services Agreements detail specific deliverables, projects, or consulting work
- Duration: Director Agreements typically align with board terms and appointment periods. Services Agreements often cover shorter, project-based timeframes
- Compensation Structure: Director Agreements include standard director fees and benefits. Services Agreements usually specify separate consulting fees or project-based payments
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