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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."
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
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
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
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
Legal
Human Resources
Corporate Secretariat
Board of Directors
Executive Management
Compliance
Corporate Governance
Risk Management
Internal Audit
Corporate Affairs
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
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