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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 to the executive team. The agreement should include a fixed annual fee, performance-based bonuses, and a clause for termination with a 3-month notice period.
What is a Director Services Agreement?
A Director Services Agreement spells out the terms between a company and its director in Indonesia, covering key responsibilities, compensation, and performance expectations. It's a crucial document that protects both parties under Indonesian Company Law (UU No. 40/2007) and sets clear boundaries for corporate governance.
The agreement typically includes specific duties aligned with the company's articles of association, confidentiality obligations, and conditions for termination. For Indonesian companies, it's particularly important to include provisions about representing the company in legal matters and ensuring compliance with OJK regulations when dealing with public companies.
When should you use a Director Services Agreement?
Use a Director Services Agreement when appointing new directors or updating terms with existing board members in Indonesian companies. This agreement becomes essential during leadership transitions, when expanding operations, or after significant changes to a director's role or compensation package.
The agreement proves particularly valuable for foreign-owned companies (PT PMA) navigating Indonesian corporate governance requirements, companies preparing for IPOs, and businesses expanding their board structure. It helps prevent disputes over authority limits, establishes clear performance metrics, and ensures compliance with OJK regulations and Company Law requirements for director responsibilities.
What are the different types of Director Services Agreement?
- Basic Director Agreement: Covers fundamental duties, compensation, and term length - commonly used by private Indonesian companies
- Executive Director Agreement: Includes expanded operational authority and performance-based incentives - typical for larger corporations
- Non-Executive Director Agreement: Features oversight responsibilities and committee participation - used for independent board members
- Foreign Director Agreement: Contains additional provisions for expatriate benefits and cross-border compliance - essential for PT PMA companies
- Public Company Director Agreement: Incorporates OJK compliance requirements and strict governance protocols - mandatory for listed companies
Who should typically use a Director Services Agreement?
- Company Directors: Sign and comply with the agreement, taking on specified duties and responsibilities in managing the company
- Board of Commissioners: Review and approve Director Services Agreements to ensure alignment with corporate governance
- Corporate Legal Teams: Draft and customize agreements to match company needs and Indonesian regulations
- HR Departments: Implement and monitor compliance with director compensation and performance terms
- External Legal Counsel: Provide specialized advice on complex provisions and regulatory compliance
- Company Shareholders: May need to approve key terms through general meetings, especially in public companies
How do you write a Director Services Agreement?
- Company Details: Gather articles of association, business registration (NIB), and tax numbers (NPWP)
- Director Information: Collect identification, qualifications, and any specific expertise or certifications
- Role Specifics: Define exact duties, authority limits, and reporting relationships
- Compensation Package: Detail salary, benefits, bonuses, and any performance-based incentives
- Term Parameters: Establish duration, renewal conditions, and termination clauses
- Compliance Review: Check alignment with OJK regulations and Company Law requirements
- Final Documentation: Our platform generates legally-sound agreements customized to Indonesian requirements
What should be included in a Director Services Agreement?
- Party Information: Full legal names, addresses, and registration details of company and director
- Appointment Terms: Role title, duration, and conditions aligned with Company Law requirements
- Duties and Powers: Specific responsibilities, authority limits, and decision-making scope
- Compensation Structure: Salary, benefits, bonuses, and payment terms in Indonesian Rupiah
- Confidentiality: Protection of company secrets and intellectual property
- Non-Competition: Restrictions on competing activities during and after directorship
- Termination Provisions: Clear grounds and procedures for ending the agreement
- Governing Law: Reference to Indonesian law and dispute resolution mechanisms
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 deal with director relationships, their scope and purpose vary considerably under Indonesian law.
- Scope and Detail: Director Services Agreements cover comprehensive terms of service, including duties, compensation, and performance metrics, while Appointment Agreements focus mainly on the formal designation and basic terms of directorship
- Legal Framework: Services Agreements align with both employment and corporate governance laws, whereas Appointment Agreements primarily fulfill Company Law requirements for director installation
- Duration and Flexibility: Services Agreements typically include detailed performance reviews and modification provisions, while Appointment Agreements usually stick to fixed terms matching board appointment periods
- Regulatory Requirements: Services Agreements need more extensive OJK compliance elements for public companies, compared to the simpler statutory requirements of Appointment Agreements
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