The Company Director Agreement serves as a crucial legal document in Indonesian corporate governance, establishing the formal relationship between a company and its appointed director. This agreement is essential when appointing new directors or renewing existing appointments, ensuring compliance with Law No. 40 of 2007 on Limited Liability Companies and related regulations. It comprehensively covers appointment terms, duties, remuneration, and obligations while incorporating specific requirements of Indonesian corporate law, including mandatory provisions for director responsibilities and corporate governance. The document is particularly important for establishing clear parameters of authority, protecting company interests, and ensuring transparent governance structures in accordance with Indonesian legal requirements.
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1. Parties: Identification of the company and the appointed director
2. Background: Context of the appointment and brief company information
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Official appointment, position title, and duration of appointment
5. Duties and Responsibilities: Comprehensive list of director's duties under Indonesian law and company requirements
6. Authority and Limitations: Scope of director's decision-making power and any restrictions
7. Time Commitment: Expected working hours and availability requirements
8. Remuneration and Benefits: Salary, bonuses, and other benefits
9. Expenses: Policy on reimbursement of business expenses
10. Compliance and Governance: Obligations to comply with laws, regulations, and company policies
11. Confidentiality: Protection of company confidential information
12. Termination: Grounds and procedures for termination
13. Post-Termination Obligations: Continuing duties after agreement ends
14. General Provisions: Standard clauses including governing law, notices, and amendments
1. Non-Competition: Restrictions on competing activities, used when company has specific market protection concerns
2. Share Options: Details of any share option schemes, used when offering equity-based compensation
3. Intellectual Property: IP rights and assignments, used when director may be involved in creative or innovative work
4. Multiple Directorships: Rules about holding other director positions, used when allowing or restricting other appointments
5. International Travel: International travel obligations and arrangements, used for companies with overseas operations
6. Performance Metrics: Specific KPIs and performance evaluation criteria, used when implementing performance-based compensation
7. Corporate Governance for Listed Companies: Additional obligations for public companies, used only for listed companies
8. Group Company Obligations: Duties related to subsidiaries or group companies, used for complex corporate structures
1. Schedule 1 - Remuneration Package: Detailed breakdown of salary, bonuses, and benefits
2. Schedule 2 - Position Description: Detailed role description and specific responsibilities
3. Schedule 3 - Company Policies: List of applicable company policies and procedures
4. Schedule 4 - Performance Criteria: Detailed performance evaluation metrics and targets
5. Schedule 5 - Benefits and Entitlements: Detailed description of all benefits and entitlements
6. Appendix A - Board Resolution: Copy of board resolution approving the appointment
7. Appendix B - Company Organization Chart: Organization structure showing reporting lines
8. Appendix C - Share Option Details: Detailed terms of any share option schemes
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Manufacturing
Technology
Retail and Consumer Goods
Energy and Resources
Healthcare
Real Estate and Property
Transportation and Logistics
Telecommunications
Professional Services
Agriculture and Plantation
Education
Construction
Mining
Media and Entertainment
Relevant Teams
Legal
Human Resources
Corporate Secretarial
Board of Directors
Compliance
Corporate Governance
Executive Management
Risk Management
Company Administration
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Non-Executive Director
Independent Director
Finance Director
Operations Director
Technical Director
Commercial Director
Legal Director
Human Resources Director
Regional Director
Group Director
Resident Director
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