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Independent Director Agreement

Independent Director Agreement Template for Philippines

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Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement for a publicly listed telecommunications company in the Philippines, with specific provisions for cyber security oversight responsibilities and provisions for serving on both the Audit and Risk Management committees, with the appointment starting January 1, 2025."

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Document background
The Independent Director Agreement is a crucial document used when appointing independent directors to a company's board in the Philippines. It is particularly important for publicly listed companies and regulated entities that must comply with SEC Memorandum Circulars and the Code of Corporate Governance. The agreement sets forth the terms of engagement, including independence criteria as defined by Philippine regulations, duties and responsibilities, remuneration, and compliance requirements. This document is essential for establishing clear governance structures and ensuring that independent directors understand their roles and obligations under Philippine law. It typically includes specific provisions required by local regulations, such as term limits, independence criteria, and mandatory corporate governance requirements.
Suggested Sections

1. Parties: Identifies the company and the independent director as parties to the agreement

2. Background: Establishes the context of the appointment, including the company's need for an independent director and the candidate's qualifications

3. Definitions: Defines key terms used throughout the agreement, including relevant Philippine regulatory terms

4. Appointment and Term: Details of the appointment as independent director, including term length and any renewal provisions, considering SEC term limit requirements

5. Independence Criteria: Specific declarations and commitments regarding the director's independence as per Philippine SEC requirements

6. Duties and Responsibilities: Comprehensive list of duties as required by Philippine law and SEC regulations

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

8. Remuneration: Details of fees, allowances, and other benefits payable to the independent director

9. Compliance with Laws: Obligation to comply with relevant laws, SEC regulations, and corporate governance requirements

10. Confidentiality: Provisions regarding confidential information and trade secrets

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

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

Optional Sections

1. Committee Appointments: Used when the independent director will serve on specific board committees

2. Stock Ownership Requirements: Include for listed companies with director stock ownership policies

3. Intellectual Property: Include when the director may be involved in strategic decisions affecting IP

4. D&O Insurance: Include when the company provides directors and officers liability insurance

5. External Commitments: Include when there's a need to address the director's other board positions or professional commitments

6. Indemnification: Include when the company offers specific indemnification beyond standard statutory provisions

Suggested Schedules

1. Schedule 1: Independence Criteria Checklist: Detailed checklist of independence requirements under Philippine law and SEC regulations

2. Schedule 2: Remuneration Structure: Detailed breakdown of fees, allowances, and other benefits

3. Schedule 3: Board and Committee Meeting Schedule: Anticipated annual schedule of regular board and committee meetings

4. Schedule 4: Company Policies: List of relevant company policies with which the independent director must comply

5. Appendix A: SEC Requirements: Extract of relevant SEC regulations regarding independent directors

6. Appendix B: Code of Ethics: Company's code of ethics and corporate governance 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

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



































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Relevant Industries

Banking and Financial Services

Insurance

Telecommunications

Energy and Utilities

Real Estate

Manufacturing

Mining and Natural Resources

Healthcare

Retail and Consumer Goods

Technology

Transportation and Logistics

Education (for private institutions)

Professional Services

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board Relations

Corporate Governance

Executive Office

Corporate Affairs

Risk Management

Internal Audit

Relevant Roles

Chief Executive Officer

Corporate Secretary

Board Chairman

Independent Director

Compliance Officer

Legal Counsel

Corporate Governance Officer

Board Relations Manager

Company President

Chief Legal Officer

Director of Corporate Affairs

Corporate Governance Manager

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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