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Agreement For Appointment Of Managing Director Template for Philippines

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Key Requirements PROMPT example:

Agreement For Appointment Of Managing Director

"I need an Agreement for Appointment of Managing Director for a Philippine tech startup, appointing a new MD who will work remotely from Singapore 50% of the time and needs special provisions for stock options and international travel."

Document background
The Agreement For Appointment Of Managing Director is a fundamental corporate document used when a company needs to formally appoint a Managing Director in the Philippines. This document is essential for compliance with the Revised Corporation Code of the Philippines and SEC regulations, typically implemented following a board resolution approving the appointment. It comprehensively covers the terms of appointment, duties, powers, compensation, and termination provisions, while ensuring adherence to Philippine corporate governance standards. The agreement is particularly crucial for establishing clear lines of authority, protecting company interests, and providing legal certainty in the executive leadership structure. It should be customized based on company size, industry requirements, and whether the company is publicly listed or privately held.
Suggested Sections

1. Parties: Identification of the Company and the appointed Managing Director

2. Background: Context of the appointment and brief company information

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Official appointment, position title, and duration of appointment

5. Duties and Responsibilities: Detailed description of the Managing Director's roles, duties, and scope of authority

6. Powers: Specific powers granted to the Managing Director to act on behalf of the company

7. Remuneration and Benefits: Salary, bonuses, stock options, and other benefits

8. Working Hours and Location: Expected time commitment and primary work location

9. Compliance and Governance: Obligation to comply with company policies, corporate governance requirements, and applicable laws

10. Confidentiality: Protection of company secrets and confidential information

11. Non-Competition and Non-Solicitation: Restrictions during and after employment

12. Performance Evaluation: Metrics and process for performance assessment

13. Termination: Grounds and procedures for termination, notice periods, and consequences

14. Post-Termination Obligations: Continuing obligations after the end of appointment

15. General Provisions: Standard clauses including governing law, notices, and entire agreement

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Stock Options and Share-Based Compensation: Details of any equity-based compensation (for companies offering share-based incentives)

2. International Travel and Assignments: Terms for international responsibilities (for companies with global operations)

3. Corporate Social Responsibility: Special duties related to CSR (particularly for listed or large companies)

4. Intellectual Property Rights: IP provisions (especially important for technology or innovation-focused companies)

5. Related Party Transactions: Procedures for handling related party transactions (particularly important for listed companies)

6. Insurance and Indemnification: Additional protection and coverage details (for high-risk industries or upon request)

7. Representation on Board Committees: Additional board committee responsibilities (if applicable)

Suggested Schedules

1. Schedule 1: Detailed Remuneration Structure: Comprehensive breakdown of salary, bonuses, and benefits

2. Schedule 2: Performance Metrics: Detailed KPIs and performance evaluation criteria

3. Schedule 3: Company Policies: List of key company policies the Managing Director must comply with

4. Schedule 4: Powers of Attorney: Specific powers granted to the Managing Director

5. Schedule 5: Company Group Structure: Overview of company subsidiaries and related entities under MD's purview

6. Appendix A: Board Resolution: Copy of board resolution approving the appointment

7. Appendix B: Job Description: Detailed job description and reporting relationships

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































Clauses







































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Telecommunications

Construction

Professional Services

Agriculture

Mining

Transportation and Logistics

Education

Entertainment and Media

Relevant Teams

Legal

Human Resources

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Risk Management

Internal Audit

Administration

Relevant Roles

Managing Director

Chief Executive Officer

Executive Director

Company Secretary

Corporate Lawyer

Head of Human Resources

Compliance Officer

Board Director

Chairman of the Board

Chief Legal Officer

Chief Operating Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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