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Company Director Agreement

Company Director Agreement Template for Philippines

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement for appointing a senior tech executive as a new independent director to our fintech company's board, starting March 1, 2025, with specific provisions for handling potential conflicts of interest due to their existing roles in other tech companies."

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Document background
The Company Director Agreement is a crucial document used when appointing new directors to a company's board in the Philippines. It serves as the foundational contract that governs the relationship between the company and its directors, ensuring compliance with the Revised Corporation Code of the Philippines and related regulations. This agreement is essential for both listed and private companies, outlining key aspects such as appointment terms, duties, remuneration, and governance obligations. It provides legal protection for both parties and establishes clear expectations regarding the director's role, responsibilities, and performance standards. The document must align with Philippine corporate law requirements, SEC guidelines, and company bylaws, while also addressing specific needs such as committee appointments, conflict management, and confidentiality obligations.
Suggested Sections

1. Parties: Identification of the Company and the Director, including their complete legal names and addresses

2. Background: Context of the appointment, including company information and the basis for the director's appointment

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the director's appointment, term length, and renewal provisions

5. Duties and Responsibilities: Comprehensive outline of director's duties under Philippine law and company requirements

6. Time Commitment: Expected time dedication for board meetings, committee work, and other director responsibilities

7. Remuneration and Benefits: Details of director's fees, allowances, and any additional benefits

8. Expenses: Policy on reimbursement of expenses incurred in performing director duties

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest

11. Termination: Grounds and procedures for termination of the appointment

12. Company Policies and Compliance: Director's obligations to comply with company policies and relevant laws

13. Governing Law: Specification of Philippine law as governing law and jurisdiction

14. General Provisions: Standard clauses including notices, entire agreement, and amendments

Optional Sections

1. Executive Director Provisions: Additional terms for directors who also hold executive positions, including executive duties and additional compensation

2. Committee Appointments: Specific provisions for directors appointed to board committees

3. Share Qualifications: Requirements for director's shareholding if required by company bylaws

4. Insurance and Indemnification: Details of D&O insurance coverage and company indemnification

5. Non-Competition: Restrictions on involvement with competing businesses during and after directorship

6. Intellectual Property: Provisions regarding IP created during directorship, particularly relevant for executive directors

7. Performance Evaluation: Process and criteria for evaluating director's performance

8. Multiple Directorships: Provisions regarding holding director positions in other companies

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of all compensation components and payment terms

2. Schedule 2: Board and Committee Meeting Schedule: Annual calendar of scheduled board and committee meetings

3. Schedule 3: Company Policies: List of relevant company policies the director must comply with

4. Schedule 4: Powers of Attorney: Specific powers granted to the director, if any

5. Appendix A: Code of Conduct: Company's code of conduct and ethics for directors

6. Appendix B: Conflict of Interest Policy: Detailed policy on handling and declaring conflicts of interest

7. Appendix C: Expense Policy: Detailed policy on allowable expenses and reimbursement procedures

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

alex.den.21@genieai.co
Relevant legal definitions








































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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Transportation

Telecommunications

Mining

Agriculture

Education

Construction

Professional Services

Entertainment

Food and Beverage

Tourism and Hospitality

Relevant Teams

Board of Directors

Executive Committee

Audit Committee

Nomination Committee

Remuneration Committee

Corporate Governance

Legal

Compliance

Corporate Secretariat

Risk Management

Human Resources

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Board Chairman

Vice Chairman

Committee Chairman

Corporate Secretary

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

General Counsel

Company Secretary

Compliance 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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