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Directors Service Agreement Template for Singapore

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Key Requirements PROMPT example:

Directors Service Agreement

"I need a Directors Service Agreement for appointing a new independent director to our fintech company's board, with specific provisions for handling cryPTOcurrency assets and quarterly board meeting attendance requirements starting March 2025."

Document background
The Directors Service Agreement is a crucial document used when appointing individuals to a company's board of directors in Singapore. It serves as a comprehensive contract that protects both the company's and director's interests by clearly defining roles, responsibilities, compensation, and obligations. This agreement must comply with Singapore's Companies Act 1967, the Code of Corporate Governance 2018, and other relevant regulations. It typically includes provisions for both executive and non-executive directors, though terms may vary based on the role's nature.
Suggested Sections

1. Parties: Identification of the Company and the Director

2. Background: Context of appointment and basis of agreement

3. Definitions: Key terms used tHRoughout the agreement

4. Appointment and Term: Duration and nature of directorship

5. Duties and Responsibilities: Core obligations and scope of director's role

6. Remuneration and Benefits: Compensation structure including salary, fees, and benefits

7. Confidentiality: Protection of company information

8. Termination: Circumstances and procedures for ending the agreement

Optional Sections

1. Share Options: Terms of any share option schemes - include when director is offered equity compensation

2. Insurance and Indemnity: Directors' and Officers' liability coverage - include when company provides D&O insurance

3. External Interests: Rules regarding other directorships/business interests - include when director has other business commitments

4. Intellectual Property: Ownership of IP created during directorship - include when director involved in creative/technical work

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of compensation package

2. Schedule 2: Position Description: Detailed role and responsibilities

3. Schedule 3: Company Policies: Key corporate policies applicable to directors

4. Appendix A: Board Charter: Board governance guidelines and procedures

5. Appendix B: Conflict of Interest Policy: Detailed procedures for handling conflicts

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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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Industries

Companies Act 1967: Primary legislation governing directors' duties, responsibilities, disclosure requirements, appointment/removal procedures, and fiduciary duties in Singapore

Employment Act 1968: While directors aren't typically considered employees, contains relevant provisions for executive directors' employment terms and conditions

Securities and Futures Act 2001: Regulates insider trading provisions and disclosure obligations, particularly important for directors of listed companies

Personal Data Protection Act 2012: Governs the handling and protection of personal data, including obligations for data protection and privacy

SGX Listing Rules: Specific requirements for directors of listed companies, including corporate governance requirements and compliance obligations

Code of Corporate Governance 2018: Sets out best practices for directors, board composition requirements, and guidelines for director independence

MAS Guidelines: Additional requirements for directors in the financial sector, including fit and proper criteria and specific compliance obligations

Income Tax Act 1947: Governs tax treatment of directors' remuneration and benefits-in-kind

Competition Act 2004: Relevant for non-compete provisions and restrictive covenants in directors' service agreements

Prevention of Corruption Act 1960: Anti-bribery provisions and conflict of interest regulations that directors must comply with

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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