Director Appointment Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Director Appointment Agreement

I need a Director Appointment Agreement for a UAE-based technology company appointing a non-executive director to our board, with specific provisions for remote board participation and expertise in artificial intelligence governance.

Document background
The Director Appointment Agreement is a crucial document used when appointing new members to a company's board of directors in the United Arab Emirates. It serves as the primary legal instrument defining the relationship between the company and its directors, ensuring compliance with UAE Federal Law No. 32 of 2021 and other relevant regulations. This agreement is essential for both UAE mainland and free zone companies, typically implemented during initial board formation, new director appointments, or director role modifications. The document comprehensively covers appointment terms, duties, remuneration, compliance requirements, and termination provisions, while incorporating specific UAE corporate governance requirements and local business practices.
Suggested Sections

1. Parties: Identification of the company and the proposed director, including full legal names and addresses

2. Background: Context of the appointment, company information, and basis for the directorship

3. Definitions: Key terms used throughout the agreement, including specific UAE legal terminology

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

5. Duties and Responsibilities: Comprehensive outline of director's duties under UAE law and company requirements

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

7. Remuneration: Director's fees, payment terms, and review mechanisms

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

9. Confidentiality: Obligations regarding company confidential information

10. Compliance: Obligation to comply with UAE laws, company constitution, and corporate governance requirements

11. Termination: Circumstances and procedures for ending the appointment

12. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant courts

Optional Sections

1. Non-Competition: Restrictions on competing activities, used when director has access to sensitive information or strategic roles

2. Share Qualification: Required if directors must hold shares in the company as qualification for directorship

3. Insurance and Indemnity: Details of D&O insurance and company indemnification, recommended for larger companies

4. Additional Roles: Used when director holds other positions (e.g., committee memberships) within the company

5. Performance Evaluation: Metrics and evaluation process, typically included for executive directors

6. External Interests: Provisions regarding other directorships or business interests, important for non-executive directors

7. Intellectual Property: IP rights provisions, essential when director involved in product development or innovation

8. Remote Working: Provisions for virtual board meetings and remote work arrangements

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities under UAE law and company requirements

2. Schedule 2 - Remuneration Package: Detailed breakdown of compensation, including any variable components

3. Schedule 3 - Company Policies: List of key company policies applicable to directors

4. Schedule 4 - Board Committees: Details of committee assignments and related responsibilities

5. Appendix A - Conflict of Interest Declaration: Standard form for declaring potential conflicts of interest

6. Appendix B - Consent to Act as Director: Formal consent form required under UAE Companies Law

7. Appendix C - Regulatory Compliance Checklist: Checklist of regulatory requirements and declarations

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Real Estate and Construction

Technology and Communications

Healthcare

Manufacturing

Retail and Consumer Goods

Energy and Utilities

Professional Services

Transportation and Logistics

Hospitality and Tourism

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Human Resources

Company Secretariat

Compliance

Board Affairs

Executive Office

Risk Management

Internal Audit

Corporate Communications

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Chairman of the Board

Vice Chairman

Board Committee Chair

Audit Committee Member

Nomination Committee Member

Remuneration Committee Member

Corporate Governance Officer

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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