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Director Services Agreement
I need a Director Services Agreement for a newly appointed director who will oversee the company's strategic initiatives and provide leadership guidance. The agreement should include a fixed-term contract of two years, an annual review of performance, and a clause for confidentiality and non-compete, with a termination notice period of three months.
What is a Director Services Agreement?
A Director Services Agreement sets out the terms when someone joins a company's board of directors in Singapore. It spells out key responsibilities, compensation, and what the director can and cannot do while serving on the board - including their fiduciary duties under the Companies Act.
This agreement helps protect both sides by clearly defining meeting attendance requirements, confidentiality obligations, and how the director will be indemnified. It also covers important details like board fees, expense reimbursement, and the process for either party to end the relationship. Most Singapore companies use these agreements to ensure smooth board operations and compliance.
When should you use a Director Services Agreement?
Use a Director Services Agreement when appointing new board members to your Singapore company, especially for independent directors or those serving on multiple boards. This agreement becomes essential before the director starts attending meetings or accessing confidential information about your business.
The timing matters most when bringing in directors with specific expertise, like audit committee members or industry specialists. Having this agreement in place helps prevent misunderstandings about time commitments, protects company information, and clearly defines responsibilities - particularly important for listed companies and those planning future IPOs or major transactions.
What are the different types of Director Services Agreement?
- Standard Board Director Agreement: Used for regular board members, covering basic duties, meeting attendance, and compensation
- Independent Director Agreement: Enhanced independence clauses and specific responsibilities for audit and governance
- Executive Director Agreement: Combines director duties with executive role requirements, including performance metrics
- Nominee Director Agreement: Special provisions for directors representing specific shareholders or stakeholder interests
- Professional Director Agreement: Tailored for experienced directors serving multiple boards, with clear time allocation and conflict management terms
Who should typically use a Director Services Agreement?
- Company Secretary: Usually drafts and maintains Director Services Agreements, ensuring compliance with Singapore's Companies Act
- Board Directors: Sign and comply with the agreement's terms, including independent, executive, and nominee directors
- Legal Counsel: Reviews and customizes agreements to protect company interests and meet regulatory requirements
- Company Officers: Execute the agreement on behalf of the organization, typically the Chairman or CEO
- Corporate Governance Teams: Monitor compliance with agreement terms and handle any breaches or updates
How do you write a Director Services Agreement?
- Director Details: Collect full name, NRIC/passport, residential address, and any existing board positions
- Role Specifics: Define board committee assignments, meeting frequency, and time commitment expectations
- Compensation Terms: Document director fees, allowances, and expense reimbursement policies
- Company Information: Gather registration details, registered address, and authorizing officers' particulars
- Compliance Requirements: Check SGX listing rules for listed companies or specific industry regulations
- Review Process: Use our platform to generate a customized agreement that meets Singapore legal standards
What should be included in a Director Services Agreement?
- Appointment Details: Clear statement of role, term length, and board committee positions
- Duties and Powers: Specific responsibilities under Companies Act, including fiduciary obligations
- Remuneration: Director fees, meeting allowances, and expense reimbursement structure
- Confidentiality: Scope of confidential information and post-directorship obligations
- Termination Clauses: Conditions for resignation, removal, and notice periods
- Indemnification: Company's protection of director against legal claims while acting in role
- Compliance Requirements: SGX listing rules compliance and regulatory declarations
What's the difference between a Director Services Agreement and a Director Appointment Agreement?
A Director Services Agreement differs significantly from a Director Appointment Agreement in several key aspects, though they're often confused. While both relate to board positions, their scope and purpose vary considerably.
- Scope of Coverage: Director Services Agreements are more comprehensive, covering ongoing duties, compensation, and liability protection throughout the directorship. Appointment Agreements focus mainly on the initial appointment terms and basic qualifications.
- Duration Focus: Services Agreements govern the entire relationship and include detailed performance expectations. Appointment Agreements primarily handle the formalities of joining the board.
- Legal Requirements: Services Agreements include extensive provisions for confidentiality, non-compete clauses, and indemnification. Appointment Agreements typically contain only statutory declarations and basic acceptance terms.
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