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
Earn-out: A postponed dispute?

An earn-out is often the solution when a buyer and seller cannot agree on price. The seller believes the business is worth more than what the buyer is willing to pay upfront. So, the parties resolve the issue by deferring the portion of the price they cannot agree on, with …

Linkedin Post
The disclosure letter: Why founders selling their companies should not treat it as an afterthought

When founders sell their companies, the scope of legal work usually focuses on the share sale and purchase agreement (SPA). The disclosure letter is sometimes treated as secondary to the SPA but it should not have been the case. The disclosure letter sets out the exceptions to the sellers’ representations …

Linkedin Post
Third-party consents in a share sale: What sellers should check before negotiating

When a company is sold, due diligence is usually conducted by the buyer, not the seller. That means the consents required from regulators, other shareholders, financiers or IP licensors to complete the sale are often only discovered when the buyer’s lawyers identify them during legal due diligence. By then, the …