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Directors Service Contract

Directors Service Contract Template for United Arab Emirates

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Key Requirements PROMPT example:

Directors Service Contract

I need a Directors Service Contract for appointing a new CEO to our UAE-based technology company, starting March 1, 2025, with specific provisions for share options and international travel responsibilities.

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Document background
The Director's Service Contract is a crucial document used when appointing executive or non-executive directors to UAE companies, whether mainland entities, free zone companies, or regulated institutions. This agreement is essential for compliance with UAE Federal Law No. 32 of 2021 and related corporate governance regulations, providing a clear framework for the director's role, responsibilities, and relationship with the company. It addresses key aspects such as appointment terms, duties, remuneration, confidentiality obligations, and termination provisions, while incorporating specific requirements of UAE employment and corporate law. The document is particularly important for ensuring proper corporate governance, protecting both the company's and director's interests, and establishing clear accountability in line with UAE legal requirements.
Suggested Sections

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

2. Background: Context of the appointment and brief description of the company's business

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the director's appointment, position, and duration of service

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

6. Time Commitment: Expected working hours and time dedication to the role

7. Remuneration and Benefits: Salary, bonuses, and other benefits including any share options or performance-related pay

8. Expenses: Policy on reimbursement of business expenses

9. Place of Work: Principal location and travel requirements

10. Holidays and Leave: Annual leave entitlement and holiday policies

11. Confidentiality: Obligations regarding company confidential information

12. Intellectual Property: Assignment of IP rights created during directorship

13. Conflicts of Interest: Provisions regarding disclosure and handling of conflicts

14. Restrictions During Employment: Limitations on outside activities and interests

15. Termination: Grounds and procedures for termination of the appointment

16. Post-Termination Obligations: Continuing duties after the end of appointment

17. Company Policies: Compliance with company policies and procedures

18. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes

Optional Sections

1. Board Committee Membership: Required if the director will serve on specific board committees

2. Share Dealing Code: Necessary for listed companies or those planning to list

3. International Travel: Include for roles requiring significant international travel

4. Multiple Directorships: Required for group company appointments

5. Corporate Governance: Additional provisions for listed companies or regulated entities

6. Garden Leave: Include if the company wants the right to place director on garden leave

7. Change of Control: Provisions dealing with company ownership changes

8. Insurance and Indemnity: Detailed provisions on D&O insurance and company indemnification

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities

2. Schedule 2 - Remuneration Package: Detailed breakdown of all compensation elements

3. Schedule 3 - Benefits: Comprehensive list of benefits and entitlements

4. Schedule 4 - Restrictive Covenants: Detailed post-termination restrictions

5. Schedule 5 - Company Policies: List of applicable company policies

6. Appendix A - Board Resolution: Copy of board resolution approving the appointment

7. Appendix B - Performance Metrics: KPIs and performance evaluation criteria

8. Appendix C - Share Option Scheme Rules: If applicable, details of share option arrangements

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 legal definitions
Appointment
Annual Leave
Board
Board Resolution
Business Day
Company
Confidential Information
Constitutional Documents
Director
Effective Date
Employment IPRs
Financial Year
Good Reason
Group
Group Company
Intellectual Property Rights
Material Interest
Notice Period
Parent Company
Position
Prohibited Area
Registered Office
Regulatory Requirements
Remuneration
Restricted Business
Restricted Customer
Restricted Period
Restricted Person
Service Agreement
Subsidiary
Termination Date
Territory
UAE
Working Hours
Clauses
Appointment
Term
Duties and Responsibilities
Powers and Authority
Time Commitment
Location
Remuneration
Benefits
Expenses
Annual Leave
Insurance
Confidentiality
Intellectual Property
Data Protection
Conflicts of Interest
Non-Competition
Non-Solicitation
Disclosure of Information
Board Meetings
Corporate Governance
Regulatory Compliance
Representations and Warranties
Termination
Garden Leave
Post-Termination Obligations
Company Property
Indemnification
Notice
Severability
Entire Agreement
Variation
Assignment
Third Party Rights
Governing Law
Jurisdiction
Relevant Industries

Banking and Financial Services

Real Estate and Construction

Technology and Digital

Healthcare

Retail and Consumer

Energy and Resources

Manufacturing

Transportation and Logistics

Hospitality and Tourism

Professional Services

Media and Entertainment

Education

Telecommunications

Relevant Teams

Legal

Human Resources

Company Secretariat

Board of Directors

Executive Committee

Compliance

Corporate Governance

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Non-Executive Director

Independent Director

Board Member

Chairman

Vice Chairman

Regional Director

Division Director

Subsidiary Director

Group Director

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing corporate entities in the UAE, including provisions on directors' duties, responsibilities, and corporate governance requirements
UAE Federal Decree Law No. 33 of 2021 (Labor Law): Regulates employment relationships, including executive employment provisions, working hours, leave entitlements, and termination requirements
UAE Federal Law No. 5 of 1985 (Civil Code): Contains general contractual principles applicable to service agreements, including formation, validity, and termination of contracts
UAE Corporate Governance Resolution No. 3 of 2020: Specific regulations for governance of public joint stock companies, including requirements for board composition and directors' responsibilities
UAE Federal Law No. 19 of 2018 (Foreign Direct Investment Law): Relevant for foreign directors, governing foreign ownership and management of UAE companies
UAE Federal Law No. 4 of 2000 (Securities and Commodities Authority Law): Applicable for directors of listed companies, containing provisions on market conduct and disclosure obligations
DIFC Law No. 5 of 2018 (Companies Law): Specific regulations for companies established in Dubai International Financial Centre, including director duties and responsibilities
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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