Director Appointment Letter - Template, Sample Form

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RC No: ________

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Dear Sir/Madam,

Re: Appointment as Director of ________

We are pleased to inform you that, following the approval of the board of directors, you have been appointed as the Chairman of the board of directors of ________ (the "Company"), effective immediately.

This appointment is in recognition of your skills, experience, and the valuable contributions we believe you will make to the success and growth of the Company.

1. Term of Office

Your appointment shall be for an initial term of ________ except terminated under the terms of the Company's Articles of Association. Your appointment is effective immediately.

2. Role of Director

Please note that your duties as a director may vary depending on the specific responsibilities delegated to them by the board of directors. Your general duties and obligations to the Company include as follows:

(I). Acting faithfully, efficiently, and in the best interest of the Company and its shareholders and other stakeholders of the Company;

(II). Exercising care, skill, and diligence in decision-making and performing your duties as a director;

(III). Participating in the development and execution of the Company's strategic plan;

(IV). Contributing to the formulation of Company policies and procedures;

(V). Attending at least the following number of board meetings of the Company:

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(VI). Ensuring compliance with laws and regulations;

(VII). Monitoring financial performance and risk management;

(VIII). Participating in board meetings and discussions;

(IX). Identifying and mitigating business risks;

(X). Ensuring the Company has appropriate risk management policies in place;

(XI). Building and maintaining positive relationships with shareholders, employees, customers, and other stakeholders;

(XII). Exercising your powers within the bounds of the law and in accordance with the provisions of the Company's Articles; and

(XIII). Exercising your duties and obligations in good faith and for the best interest of the Company.

3. Board Meetings Schedule and Venue, and Time Dedication

Board meetings are typically convened as needed, with the usual venue being the Company's registered office. Each meeting typically spans half a day.

Beyond the regular board gatherings, it is essential to allocate time for preparatory tasks and travel, ensuring you can fulfill the required overall time commitment.

4. Remuneration

The board establishes the remuneration for its non-executive members, adhering to any constraints set by shareholders. The Company will promptly reimburse you for all documented direct and indirect expenses, including phone calls, accommodation, and travel expenses, that are reasonably and appropriately incurred.

5. Evaluation Process

The Company shall perform an evaluation of both the performance of the board and individual directors. Should any concerns arise about your role in the interim, it is advisable to promptly engage in discussion with the Chairman of the board.

6. Disclosure of Interest

You must perform all tasks and obligations diligently and in accordance with the highest standard of professionalism required for the specific task. Therefore, you shall refrain from engaging or participating in any activity, transaction, or business that conflicts with the interests or objectives of the Company. In cases of potential conflict, the director undertakes to disclose or report any financial or other personal interests that may conflict with the interest of the Company.

7. Independent Professional Advice

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8. Outside Engagements, Including Multiple Directorships

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While serving as a director, a director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with your office as director for such period and on such terms as the directors may determine, provided such appointments do not conflict with the Company's business and do not significantly inhibit your performance as a director. In such cases, you must disclose your interest in any other company.

9. Termination of Appointment

Notwithstanding any provision contained in this letter, your appointment shall be terminated if you:

(I). fail to have the required shares in the Company;

(II). become bankrupt or make any arrangement or composition with your creditors generally; or

(III). become of unsound mind;

(IV). resign office by notice in writing to the Company;

(V). fail to attend the necessary minimum number of board meetings, as outlined in point 2 above, without a valid reason or cause;

(VI). become prohibited from being a director because of any other provision made under the Act;

(VII). have for a long period been absent from meetings without any good cause and/or without obtaining permission from the other directors.

10. Resignation

You may resign your appointment as a director of the Company at any time by giving written notice to the Company. Such resignation shall take effect from the date stated in the notice or, where no date is stated, from the date on which the notice is received by the Company.

Upon the termination of your appointment, howsoever arising, you shall promptly return to the Company all property, documents, records, and confidential information belonging to the Company that are in your possession or under your control.

The termination of your appointment shall not affect any rights or obligations which have accrued to either party prior to the date of termination, nor shall it affect any provisions of this letter which are expressly or by implication intended to continue in force after termination.

11. Confidentiality Obligations

You acknowledge that in connection with your role as company director, you may have access to confidential information and materials, in which case, you agree to maintain the confidentiality of any materials, documents, or other information relating to the Company's business operations, and methods. You hereby undertake to do the following:

(I). to keep the confidential information secret at all times;

(II). not to disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior consent of the Company;

(III). to take proper and reasonable measures to ensure the confidentiality of the confidential information.

You agree to use all confidential information solely for the purpose for which the information was provided. Except as provided herein, no Party shall at any time, during or after the termination of this Agreement do as follows:

(I). use the confidential information except as expressly authorized by the other Party in writing;

(II). disclose, or permit the disclosure of the confidential information except to such authorized persons as are necessary to receive or evaluate the confidential information;

(III). transfer or part with possession of the whole or any part of the confidential information.

12. Indemnity

Every director, managing director, auditor, secretary and other officer for the time being shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgment is given in your favour or which he is acquainted or in which relief is granted him by the court.

13. Acceptance

If the above terms and conditions are acceptable to you, kindly indicate by executing this letter. Your appointment shall also be governed by the terms and conditions of the formal contract and other policies that may apply to directors of the Company. Furthermore, upon your acceptance, you shall be required to execute a director consent letter and service contract.

Yours faithfully,

______________________
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director/Secretary
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I, ________, hereby accept the employment and agree to all the terms and conditions of my appointment.

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