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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.
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
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
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
Appointment Date
Articles of Association
Board
Board Meeting
Board Resolution
Commercial Companies Law
Company
Company Secretary
Confidential Information
Corporate Governance Rules
Director
Directorship
Effective Date
Executive Management
Financial Year
Governing Law
Group
Intellectual Property Rights
Material Interest
Memorandum of Association
Notice Period
Parent Company
Regulatory Authority
Remuneration
Shareholders
Subsidiary
Term
Territory
Trade License
UAE
Working Day
Term
Duties and Responsibilities
Authority
Time Commitment
Remuneration
Benefits
Expenses
Compliance
Confidentiality
Conflict of Interest
Board Meetings
Performance Evaluation
Training and Development
Company Policies
Regulatory Requirements
Documentation and Records
Insurance and Indemnification
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
External Appointments
Reporting Requirements
Corporate Governance
Share Dealings
Termination
Notice Period
Return of Property
Survival of Obligations
Governing Law
Dispute Resolution
Amendments
Severability
Entire Agreement
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
Legal
Corporate Governance
Human Resources
Company Secretariat
Compliance
Board Affairs
Executive Office
Risk Management
Internal Audit
Corporate Communications
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
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