The Independent Director Agreement is essential for companies in Singapore seeking to formalize the appointment of independent directors to their boards. This document is particularly crucial for ensuring compliance with Singapore's corporate governance requirements, especially for listed companies and regulated entities. The agreement typically includes comprehensive terms covering director duties, independence criteria, remuneration, and regulatory obligations. It serves as a critical tool for establishing clear expectations and responsibilities while protecting both the company's and director's interests under Singapore law.
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1. Parties: Identification of the Company and the Independent Director
2. Background: Context of appointment and company information
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and renewal conditions
5. Duties and Responsibilities: Detailed outline of director's roles, including statutory duties and board committee responsibilities
6. Independence Requirements: Criteria and ongoing obligations to maintain independent status
7. Remuneration: Fee structure, payment terms, and expense reimbursement
8. Confidentiality: Non-disclosure obligations and handling of confidential information
9. Termination: Conditions for termination and resignation procedures
1. Insurance and Indemnification: Details of D&O insurance coverage and company indemnification
2. Share Dealing: Rules and restrictions on trading company shares for listed companies
3. Additional Board Committees: Specific committee appointments and responsibilities when director serves on specific committees
4. Training and Development: Required training programs and professional development requirements
1. Schedule 1 - Independence Declaration: Director's declaration confirming independence criteria
2. Schedule 2 - Remuneration Details: Detailed breakdown of fees and payment structure
3. Schedule 3 - Code of Conduct: Company's code of conduct and ethics policies
4. Appendix A - Board Committee Charters: Terms of reference for relevant board committees
5. Appendix B - Conflict of Interest Policy: Company's policy on managing conflicts of interest
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