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Independent Director Agreement Template for Malaysia

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Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement for a Malaysian fintech company planning to list on Bursa Malaysia in March 2025, with specific provisions for technology oversight committee participation and cybersecurity responsibilities."

Document background
The Independent Director Agreement is a fundamental governance document used when appointing independent directors to a company's board in Malaysia. It is particularly crucial for public listed companies and regulated entities that must comply with specific independence requirements under the Companies Act 2016 and Malaysian Code on Corporate Governance. The agreement typically includes detailed provisions on independence criteria, duties, remuneration, and compliance obligations, ensuring alignment with regulatory requirements and corporate governance best practices. This document becomes especially important in contexts where companies need to demonstrate clear governance structures to stakeholders, regulators, and potential investors.
Suggested Sections

1. Parties: Identification of the company and the independent director

2. Background: Context of the appointment and company's need for an independent director

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, effective date, and duration

5. Independence Criteria: Specific criteria and conditions that qualify the director as independent

6. Duties and Responsibilities: Core duties as an independent director, including statutory obligations and corporate governance requirements

7. Time Commitment: Expected time dedication for board meetings, committee meetings, and other director responsibilities

8. Remuneration: Director's fees, meeting allowances, and other benefits

9. Confidentiality: Obligations regarding confidential information and trade secrets

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

11. Compliance: Obligation to comply with relevant laws, regulations, and company policies

12. Termination: Circumstances and procedures for ending the appointment

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

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

Optional Sections

1. Committee Appointments: Used when the independent director is expected to serve on specific board committees

2. Insurance and Indemnity: Detailed provisions for directors' and officers' insurance coverage and company indemnification

3. Performance Evaluation: Include when the company has specific performance evaluation procedures for independent directors

4. Professional Development: Add when the company provides or requires specific training or development programs

5. External Commitments: Include when there's a need to address the director's other professional commitments

6. Share Ownership: Used when the company has specific requirements or restrictions on share ownership by independent directors

7. Intellectual Property: Include when the director may be involved in strategic innovations or IP development

Suggested Schedules

1. Schedule 1 - Independence Declaration: Formal declaration of independence meeting statutory and listing requirements

2. Schedule 2 - Remuneration Details: Detailed breakdown of fees, allowances, and benefits

3. Schedule 3 - Board and Committee Meeting Schedule: Annual calendar of scheduled meetings and time commitments

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

5. Schedule 5 - Code of Conduct: Company's code of conduct and ethics for directors

6. Appendix A - Powers of Attorney: If applicable, specific powers granted to the independent director

7. Appendix B - Consent to Act: Formal consent to act as director as required by Companies Act 2016

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















Clauses






























Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Energy

Telecommunications

Real Estate

Consumer Goods

Mining and Resources

Transportation and Logistics

Education

Professional Services

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board Secretariat

Human Resources

Risk Management

Internal Audit

Relevant Roles

Independent Director

Board Chairman

Company Secretary

Chief Executive Officer

Chief Legal Officer

Corporate Governance Officer

Compliance Officer

Board Committee Chairman

Non-Executive Director

General Counsel

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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