A Director Indemnity Agreement is essential for companies operating in Singapore to attract and retain qualified directors by providing them with protection against personal liability. The agreement must comply with Singapore's Companies Act and corporate governance requirements while balancing the company's interests with director protection. This document typically outlines the scope of indemnification, exclusions, claims procedures, and insurance arrangements, ensuring directors can perform their duties with confidence while maintaining appropriate accountability under Singapore law.
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1. Parties: Identification of the company and the director being indemnified
2. Background: Context of appointment and purpose of indemnity
3. Definitions: Key terms including 'Indemnified Events', 'Losses', 'Claims'
4. Scope of Indemnity: Extent and limitations of the indemnification
5. Exclusions: Events and circumstances not covered by the indemnity
6. Claims Procedure: Process for making and handling indemnification claims
7. Duration: Term of the indemnity coverage
1. Insurance Provisions: Details of D&O insurance coverage when company provides D&O insurance
2. Advancement of Expenses: Terms for advancing legal costs before final determination when immediate coverage of legal expenses is offered
3. Multiple Claims: Handling of multiple or related claims, typically used for complex corporate structures or high-risk environments
1. Schedule of Excluded Events: Detailed list of circumstances not covered by indemnity
2. Claims Notification Form: Standard form for making indemnification claims
3. Insurance Policy Details: Summary of relevant D&O insurance coverage, applicable when insurance is part of indemnification arrangement
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