Non-executive director’s appointment letter

Directors

The Institute of Chartered Secretaries and Administrators (ICSA)* published a guidance note on sample non-executive director’s appointment letter.

The sample letter aims to provide an initial checklist of the elements a company intends to cover in its appointment letter and is not intended to be a prescriptive template.

Although the sample letter is drafted in the UK context, it serves as a good guidance in the Malaysian context as it covers elements which are important to ensure good corporate governance such as:

·      Time commitment of a director
·      Adherence to corporate governance code
·      Disclosure of director’s interest in any matter considered at board meeting
·      Independence and outside interests
·      Conflict of interest

The guidance note together with the sample non-executive director’s appointment letter can be found at https://www.cgi.org.uk/my_cg/download-resources/downloadt?fileId=5268

* The Institute of Chartered Secretaries and Administrators (ICSA) is now known as The Chartered Governance Institute.

#malaysiancorporatelawyer
#directors

This post was first posted on Linkedin on 4 April 2022.

Linkedin Post
Getting into the details to make a deal work

A big part of my role as a corporate lawyer has been listening to clients explain the commercial terms they want in their deals. The next step is asking the right questions that make those terms work in the real world. Sometimes the parties have a general idea of the …

Linkedin Post
Founder Exit: Legal Checklist to Avoid Delays

Before buyers commit, their lawyers will conduct legal due diligence that may uncover gaps or non-compliance which delay the founder’s exit or reduce the price. This list helps founders/ sellers resolve common legal issues before they’re flagged in legal due diligence. Share Capital & Shareholders  Have all past share allotments …

Linkedin Post
Founders selling for the first time need more than high-level legal advice

Some founders selling their businesses for the first time are not sure where legal advice is needed or how deep that advice should go. In past deals where I acted for buyers, I have seen: – A founder who asked their lawyer for a “high-level review” of sale and purchase …