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Director Appointment Agreement Template for Nigeria

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Key Requirements PROMPT example:

Director Appointment Agreement

"I need a Director Appointment Agreement for appointing a non-executive director to our fintech company's board, starting March 1, 2025, with specific provisions for technology oversight responsibilities and compliance with Nigerian financial services regulations."

Document background
The Director Appointment Agreement is a fundamental corporate governance document used when appointing new directors to a company's board in Nigeria. This agreement is essential for compliance with the Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Code of Corporate Governance 2018. It should be used whenever a new director (executive or non-executive) is appointed to the board, documenting the terms of their appointment, duties, remuneration, and obligations. The agreement helps protect both the company's and the director's interests by clearly defining the relationship, expectations, and responsibilities. It includes provisions for compliance with local regulations, corporate governance requirements, and company-specific policies, while also addressing practical aspects of the role such as time commitment, confidentiality, and termination procedures.
Suggested Sections

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

2. Background: Context of the appointment and brief company information

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Official appointment, position title, and duration of appointment

5. Duties and Responsibilities: Director's statutory and specific duties under CAMA 2020 and company requirements

6. Time Commitment: Expected time dedication to the role and attendance requirements

7. Remuneration: Compensation, fees, and benefits package

8. Expenses: Policy on reimbursement of expenses incurred in role performance

9. Confidentiality: Obligations regarding company confidential information

10. Corporate Governance: Compliance with corporate governance requirements and board procedures

11. Termination: Conditions and procedures for ending the appointment

12. Company Policies: Adherence to company policies and procedures

13. Governing Law: Nigerian law as governing law and jurisdiction

Optional Sections

1. Executive Duties: Additional section for executive directors detailing operational responsibilities

2. Share Qualifications: Required if directors must hold qualification shares under the articles

3. Group Company Obligations: If director has responsibilities across a group of companies

4. Performance Targets: For executive directors with specific performance-based compensation

5. Non-Competition: Restrictions on competing activities during and after directorship

6. Special Projects: For directors appointed for specific projects or transformations

7. International Travel: For roles requiring significant international travel

8. Insurance and Indemnity: Detailed provisions for director's insurance and company indemnity

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of compensation package including salary, bonuses, and benefits

2. Schedule 2: Position Description: Detailed description of the role and responsibilities

3. Schedule 3: Company Policies: List of relevant company policies the director must comply with

4. Schedule 4: Board Meeting Schedule: Annual schedule of regular board meetings and commitments

5. Appendix A: Statutory Declaration: Director's declaration of compliance with CAMA 2020 requirements

6. Appendix B: Conflict of Interest Form: Standard form for declaring potential conflicts of interest

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Financial Services

Oil and Gas

Manufacturing

Technology

Telecommunications

Healthcare

Real Estate

Fast-Moving Consumer Goods

Agriculture

Mining

Education

Professional Services

Construction

Energy

Transportation and Logistics

Relevant Teams

Legal

Human Resources

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Risk Management

Internal Audit

Corporate Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Non-Executive Director

Independent Director

Finance Director

Operations Director

Technical Director

Commercial Director

Regional Director

Group Director

Board Chairman

Company Secretary

Legal Counsel

Human Resources Director

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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