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Non Executive Director Service Agreement

Non Executive Director Service Agreement Template for Singapore

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Key Requirements PROMPT example:

Non Executive Director Service Agreement

"I need a Non Executive Director Service Agreement for a Singapore-listed technology company, with specific provisions for handling AI-related intellectual property and quarterly board committee meetings focusing on technology oversight."

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Document background
The Non Executive Director Service Agreement is essential for companies in Singapore seeking to formalize the appointment of independent board members. This document is particularly crucial for listed companies and regulated entities that must comply with Singapore's corporate governance framework. The agreement typically covers appointment terms, duties, remuneration, confidentiality obligations, and termination provisions, while ensuring alignment with the Companies Act, SGX listing rules, and the Code of Corporate Governance 2018. It serves as a key governance document that clarifies roles and protects both the company and the director.
Suggested Sections

1. Parties: Identification of the company and the non-executive director

2. Background: Context of appointment and brief company description

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Detailed description of NED role and obligations

6. Time Commitment: Expected time dedication and attendance requirements

7. Remuneration: Fee structure and payment terms

8. Confidentiality: Non-disclosure obligations

9. Termination: Conditions for ending the appointment

Optional Sections

1. Committee Appointments: Specific board committee roles and responsibilities when NED will serve on specific board committees

2. Insurance and Indemnity: D&O insurance coverage and indemnification provisions when company provides specific insurance coverage

3. Outside Interests: Management of external appointments and conflicts when NED has significant external commitments

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of fees and payment structure

2. Schedule 2: Board and Committee Meeting Schedule: Annual calendar of expected meetings

3. Appendix A: Code of Conduct: Company's code of conduct and ethics policies

4. Appendix B: Board Charter: Relevant excerpts from company's board charter

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
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Industries

Companies Act (Cap. 50): Primary legislation governing director's duties, responsibilities, disclosure requirements, fiduciary duties, requirements for director's appointments, and corporate governance requirements in Singapore

Securities and Futures Act (Cap. 289): Regulates insider trading provisions, disclosure obligations for listed companies, and market conduct requirements that directors must comply with

SGX Listing Rules: For listed companies: specifies corporate governance requirements, disclosure obligations, and independence criteria for non-executive directors

Code of Corporate Governance 2018: Provides guidelines on director independence, board composition requirements, remuneration matters, and board committee requirements

Employment Act (Cap. 91A): Relevant for distinguishing NEDs from employees and establishing clear terms of engagement and service

Personal Data Protection Act 2012: Governs the handling of personal data and privacy considerations in the director's agreement

Income Tax Act: Covers tax treatment of director's fees and withholding tax obligations

Company's Constitution: Contains specific requirements for directors, including appointment and removal procedures

MAS Guidelines: Applicable for financial sector: specifies fit and proper criteria and additional regulatory requirements for directors

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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