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Directors Agreement Template for Philippines

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Key Requirements PROMPT example:

Directors Agreement

"I need a Director's Agreement for appointing a non-executive director to our private manufacturing company in Manila, with standard confidentiality provisions and a three-year term starting January 1, 2025."

Document background
The Director's Agreement serves as a comprehensive legal framework for appointing and managing directors in Philippine corporations. This document is essential when appointing new board members or formalizing existing director relationships, ensuring compliance with the Revised Corporation Code of the Philippines and other relevant legislation. The agreement typically covers key aspects such as appointment terms, duties, compensation, confidentiality obligations, and termination provisions. It's particularly important for both listed and private companies to establish clear governance structures and protect both the company's and director's interests. The Director's Agreement should be customized based on whether the appointment is for an executive or non-executive director, the specific industry requirements, and the company's particular governance needs.
Suggested Sections

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Provides context for the agreement, including the company's desire to appoint the director and the director's willingness to serve

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the director's appointment, position, and duration of service

5. Duties and Responsibilities: Comprehensive list of the director's duties, including statutory obligations under Philippine law

6. Time Commitment: Expected time dedication to the role, including board meetings and other company activities

7. Remuneration: Details of compensation, including fees, allowances, and any performance-based incentives

8. Expenses: Provisions for reimbursement of reasonable expenses incurred in performing duties

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Conflict of Interest: Provisions regarding disclosure and handling of potential conflicts

11. Termination: Circumstances and procedures for ending the agreement

12. Company Policies: Director's obligation to comply with company policies and procedures

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

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

Optional Sections

1. Executive Director Provisions: Additional terms for directors who also serve in executive capacity, including executive duties and additional compensation

2. Share Options: Terms regarding any share options or equity-based compensation, if applicable

3. Insurance and Indemnification: Specific provisions for director's insurance and company indemnification

4. Non-Competition: Restrictions on competing activities, particularly relevant for executive directors

5. Multiple Directorships: Provisions regarding serving on other boards, if permitted

6. Intellectual Property: IP rights and assignments, particularly important for executive directors

7. Performance Metrics: Specific performance criteria and evaluation methods, if applicable

Suggested Schedules

1. Schedule 1 - Remuneration Details: Detailed breakdown of compensation package, including fees, allowances, and benefits

2. Schedule 2 - Board and Committee Responsibilities: Specific board and committee positions and associated duties

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

4. Schedule 4 - Share Option Terms: Details of any share option scheme or equity compensation

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

6. Appendix B - Corporate Governance Guidelines: Relevant corporate governance requirements and guidelines

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









































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Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Real Estate

Energy

Telecommunications

Mining

Agriculture

Education

Transportation

Construction

Professional Services

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Human Resources

Corporate Governance

Compliance

Board Administration

Executive Office

Risk Management

Internal Audit

Compensation and Benefits

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Chief Executive Officer

Corporate Secretary

Board Chairman

Vice Chairman

Lead Independent Director

Audit Committee Chairman

Compensation Committee Chairman

Governance Committee Chairman

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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