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Director Appointment Agreement

Director Appointment Agreement Template for Malaysia

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Key Requirements PROMPT example:

Director Appointment Agreement

"I need a Director Appointment Agreement for a non-executive director joining our Malaysian fintech company, with specific provisions for cybersecurity oversight responsibilities and standard remuneration terms, effective March 1, 2025."

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Document background
The Director Appointment Agreement is a fundamental corporate governance document used when appointing new directors to a company's board in Malaysia. This agreement is essential for compliance with the Companies Act 2016 and establishes the legal framework for the director's service. The document should be prepared when appointing any new director, whether executive or non-executive, and includes comprehensive details about the appointment terms, duties, remuneration, confidentiality obligations, and termination provisions. It serves as a crucial reference point for both the company and the director throughout the tenure of the appointment and helps prevent future disputes by clearly documenting all aspects of the relationship. The agreement should be customized based on whether the appointment is for an executive or non-executive role, the specific responsibilities assigned, and any special requirements of the company or industry sector.
Suggested Sections

1. Parties: Identification of the company and the proposed 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: Core duties as director, compliance with Companies Act 2016, and specific role requirements

6. Time Commitment: Expected time dedication to the role and attendance requirements

7. Remuneration: Director's fees, benefits, and payment terms

8. Expenses: Policy on reimbursement of expenses incurred in role performance

9. Confidentiality: Obligations regarding confidential information and company secrets

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

11. Termination: Circumstances and procedures for ending the appointment

12. Company Policies: Compliance with key company policies and procedures

13. Governing Law: Specification of Malaysian law as governing law

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

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

2. Share Qualifications: Required if directors must hold a minimum number of shares

3. Performance Evaluation: Specific metrics and evaluation procedures for director performance

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

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

6. Additional Board Committees: Specific committee responsibilities if director will serve on board committees

7. Intellectual Property: IP rights and obligations if director involved in company innovation

8. Training and Development: Provisions for ongoing director training and professional development

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of fees, allowances, and benefits

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

3. Schedule 3: Board Charter: Reference to or extract of relevant board charter provisions

4. Schedule 4: Company Policies: List of key policies the director must comply with

5. Schedule 5: Declaration of Interests: Initial declaration of director's interests and positions

6. Appendix A: Board Meeting Schedule: Anticipated board meeting dates and time commitments

7. Appendix B: Code of Conduct: Company's code of conduct for directors

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Retail

Healthcare

Energy

Telecommunications

Real Estate

Construction

Mining

Agriculture

Education

Professional Services

Transportation

Media and Entertainment

Relevant Teams

Legal

Human Resources

Company Secretarial

Board of Directors

Corporate Governance

Compliance

Executive Management

Administrative

Relevant Roles

Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Company Secretary

Chief Executive Officer

Head of Legal

Head of Human Resources

Board Chairman

Corporate Governance Officer

Compliance Officer

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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