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Directors Agreement

Directors Agreement Template for Malaysia

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Key Requirements PROMPT example:

Directors Agreement

"I need a Directors Agreement for appointing a new executive director to our Malaysian technology startup, including provisions for share options and specific KPIs related to our planned Series B funding round in March 2025."

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Document background
The Directors Agreement serves as a crucial document in Malaysian corporate governance, establishing the legal framework for the appointment and service of company directors. This contract type is essential when appointing new directors or formalizing arrangements with existing directors, ensuring compliance with the Companies Act 2016 and Malaysian corporate governance requirements. The agreement typically includes comprehensive details about the director's role, responsibilities, remuneration, and obligations, while also addressing important aspects such as confidentiality, conflicts of interest, and termination provisions. It's particularly important in establishing clear expectations and protecting both the company's and director's interests within the Malaysian legal context.
Suggested Sections

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

2. Background: Explains the context of the appointment and any relevant company information

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 outline of the director's duties under Companies Act 2016 and company requirements

6. Time Commitment: Expected time dedication to the role and company matters

7. Remuneration and Benefits: Details of fees, salary, benefits, and reimbursement policies

8. Confidentiality: Obligations regarding confidential information and trade secrets

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

10. Termination: Conditions and procedures for ending the appointment

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

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

Optional Sections

1. Executive Duties: Additional section for executive directors detailing operational responsibilities

2. Share Options: Details of any share option schemes or equity participation

3. Committee Memberships: Specific duties related to board committee memberships

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

5. Non-Competition: Restrictions on competing activities during and after directorship

6. Intellectual Property: IP rights and obligations, particularly relevant for executive directors

7. Performance Metrics: Specific KPIs and performance evaluation criteria for executive directors

8. International Travel: Terms regarding international travel if company has overseas operations

Suggested Schedules

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

2. Schedule 2 - Position Description: Detailed description of the director's role and responsibilities

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

4. Schedule 4 - Board Committees: List of committees and associated responsibilities

5. Schedule 5 - Performance Criteria: Detailed performance evaluation metrics and targets

6. Appendix A - Statutory Declarations: Required declarations under Companies Act 2016

7. Appendix B - Conflict of Interest Form: Standard form for declaring conflicts of interest

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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





















Clauses





























Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Telecommunications

Construction

Education

Professional Services

Transportation

Agriculture

Mining

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Corporate Governance

Compliance

Human Resources

Risk Management

Relevant Roles

Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Board Chairman

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Officer

Board Committee Member

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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