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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."
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
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
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
Financial Services
Manufacturing
Technology
Healthcare
Energy
Telecommunications
Real Estate
Consumer Goods
Mining and Resources
Transportation and Logistics
Education
Professional Services
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Secretariat
Human Resources
Risk Management
Internal Audit
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
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