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Director Fee Agreement

Director Fee Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Director Fee Agreement

I need a Director Fee Agreement for a UAE-based technology company appointing a non-executive director who will serve on multiple board committees, with a fixed annual fee of AED 500,000 plus committee attendance fees, starting March 1, 2025.

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Document background
The Director Fee Agreement is a crucial document used when appointing or renewing the terms of board directors in UAE companies. This agreement, governed by UAE law, establishes the comprehensive framework for director compensation, ensuring compliance with local regulatory requirements including the UAE Commercial Companies Law and corporate governance regulations. It typically includes detailed provisions on basic fees, committee compensation, performance bonuses, expense policies, and payment terms. The document is essential for both listed and private companies in the UAE, providing clarity on remuneration arrangements while protecting both the company's and director's interests. It should be regularly reviewed and updated to reflect changes in UAE corporate governance requirements and market practices.
Suggested Sections

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

2. Background: Context of the appointment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Confirmation of director role and duration of appointment

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

6. Fee Structure: Basic remuneration amount and payment frequency

7. Payment Terms: Details of payment method, timing, and currency

8. Expenses: Policy on reimbursement of reasonable expenses

9. Tax Obligations: Treatment of taxes and responsibilities for payment

10. Confidentiality: Obligations regarding company information

11. Termination: Circumstances and process for ending the agreement

12. Governing Law and Jurisdiction: Confirmation of UAE law application and dispute resolution

13. General Provisions: Standard boilerplate clauses including amendments, notices, and entire agreement

Optional Sections

1. Committee Fees: Additional fees for serving on board committees - include when director serves on committees

2. Equity Compensation: Details of any share-based compensation - include if equity components are part of remuneration

3. Performance Bonuses: Variable compensation based on performance metrics - include if performance-based pay applies

4. Insurance and Indemnification: Details of D&O insurance and indemnification - include for listed companies or high-risk sectors

5. Non-Competition: Restrictions on competing activities - include for executive directors

6. UAE Residency Requirements: Obligations regarding UAE residency - include for resident directors

7. Multiple Directorships: Rules regarding other directorships - include if director serves on multiple boards

8. Electronic Meetings: Provisions for virtual board participation - include for international directors

Suggested Schedules

1. Schedule 1 - Fee Structure: Detailed breakdown of all compensation components

2. Schedule 2 - Expense Policy: Detailed guidelines on claimable expenses and claiming procedure

3. Schedule 3 - Board and Committee Meeting Schedule: Expected time commitment and meeting frequency

4. Schedule 4 - Performance Metrics: Detailed KPIs for variable compensation if applicable

5. Schedule 5 - Company Policies: Relevant corporate governance and compliance policies

6. Appendix A - Declaration of Interests: Template for declaring conflicts of interest

7. Appendix B - Tax Residency Declaration: Required tax documentation for UAE purposes

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Banking

Insurance

Real Estate

Technology

Healthcare

Manufacturing

Retail

Energy

Telecommunications

Professional Services

Construction

Hospitality

Education

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Compliance

Human Resources

Finance

Board Secretariat

Executive Office

Administrative

Internal Audit

Risk Management

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Board Chairman

Committee Chairman

Corporate Secretary

General Counsel

Chief Executive Officer

Chief Financial Officer

Head of Compliance

Corporate Governance Officer

Company Secretary

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing companies in the UAE, including provisions on director appointments, duties, and remuneration structures
UAE Federal Decree-Law No. 47 of 2022 (Corporate Tax Law): Establishes corporate tax framework including treatment of director remuneration and related party transactions
SCA Decision No. (3/R.M) of 2020: Concerning Approval of Joint Stock Companies Governance Guide - includes specific provisions on director remuneration for listed companies
UAE Federal Decree-Law No. 33 of 2021 (Labor Law): While directors are not typically employees, certain provisions may be relevant to the service relationship
UAE Central Bank Corporate Governance Regulations: Specific requirements for financial institutions regarding director compensation and governance
UAE Federal Law No. 4 of 2000 (Securities Law): Relevant for listed companies, including provisions on disclosure of director compensation
DIFC Law No. 5 of 2021 (Companies Law): Specific requirements for companies established in the Dubai International Financial Centre regarding director appointments and compensation
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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