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Non Executive Director Agreement

Non Executive Director Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Non Executive Director Agreement

I need a Non Executive Director Agreement for a UAE-based fintech company that's planning to list on the ADX in 2025. The agreement should include specific provisions for share dealing restrictions and additional regulatory compliance requirements for the financial services sector.

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Document background
The Non Executive Director Agreement is a crucial document used when appointing independent board members to UAE companies. It serves as the primary contract governing the relationship between the company and its non-executive directors, ensuring compliance with UAE Federal Law No. 32 of 2021 and corporate governance regulations. This document is particularly important for companies seeking to strengthen their governance framework, especially listed companies, financial institutions, and large private companies. It covers essential aspects such as appointment terms, duties, remuneration, independence requirements, and confidentiality obligations, while addressing specific UAE regulatory requirements and corporate governance standards.
Suggested Sections

1. Parties: Identification of the Company and the Non-Executive Director

2. Background: Context of the appointment and brief description of the Company

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Core duties as per UAE Companies Law and corporate governance requirements

6. Time Commitment: Expected time dedication including board meetings and committee participation

7. Board Committees: Participation in board committees and related responsibilities

8. Remuneration: Fees, allowances, and payment terms

9. Expenses: Policy on reimbursement of expenses

10. Confidentiality: Obligations regarding confidential information

11. Conflicts of Interest: Declaration and handling of conflicts

12. Independence Requirements: Maintaining independence as per UAE regulations

13. Termination: Grounds and procedures for termination

14. Company Policies: Compliance with company policies and procedures

15. Governing Law and Jurisdiction: UAE law governance and dispute resolution

Optional Sections

1. Share Dealing: Required for listed companies - rules for dealing in company shares

2. Additional Regulatory Compliance: For regulated sectors like financial services or insurance

3. Insurance and Indemnity: Specific provisions for D&O insurance and indemnification

4. External Appointments: Rules regarding other directorships and appointments

5. Intellectual Property: IP provisions if director involved in product development or innovation

6. Data Protection: Additional privacy provisions if handling sensitive data

Suggested Schedules

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

2. Schedule 2 - Remuneration Details: Breakdown of fees, allowances, and payment schedules

3. Schedule 3 - Board Committees: List of committee assignments and specific responsibilities

4. Schedule 4 - Company Policies: List of relevant policies the director must comply with

5. Schedule 5 - Declaration of Interests: Template for declaring existing interests and commitments

6. Appendix A - Code of Conduct: Company's code of conduct for directors

7. Appendix B - Board Meeting Schedule: Annual schedule of board and committee meetings

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

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alex.den.21@genieai.co
Clauses
Appointment
Term
Duties and Responsibilities
Time Commitment
Independence Requirements
Board Committees
Remuneration
Expenses
Confidentiality
Conflicts of Interest
Corporate Governance
Company Records
Board Meetings
Performance Review
Training and Development
Professional Advice
Company Policies
Outside Interests
Share Dealings
Intellectual Property
Data Protection
Regulatory Compliance
Insurance and Indemnity
Termination
Post-Termination Obligations
Return of Property
Notices
Variation
Severability
Entire Agreement
Assignment
Third Party Rights
Force Majeure
Governing Law
Jurisdiction
Relevant Industries

Financial Services

Banking

Insurance

Real Estate

Healthcare

Technology

Manufacturing

Retail

Energy

Telecommunications

Professional Services

Construction

Education

Hospitality

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Corporate Affairs

Executive Office

Risk Management

Internal Audit

Relevant Roles

Board Chairman

Company Secretary

Chief Executive Officer

Corporate Governance Officer

Legal Director

Compliance Officer

Board Committee Chairman

Non-Executive Director

Independent Director

Head of Legal

Corporate Services Director

Industries
Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing companies in the UAE, including provisions on director appointments, duties, and responsibilities
SCA Resolution No. 3/RM of 2020: Concerning Approval of Joint Stock Companies Governance Guide - Sets out corporate governance requirements including specific provisions for board composition and NEDs
Federal Law No. 8 of 1980 (UAE Labor Law): While NEDs are not employees, certain provisions may be relevant to their service relationship with the company
Federal Law No. 5 of 1985 (Civil Transactions Law): Governs contractual relationships and obligations between parties in the UAE
Federal Law No. 19 of 2016 (Anti-Commercial Fraud Law): Relevant for director's duties regarding prevention of fraud and maintaining integrity
Federal Decree-Law No. 14 of 2018 (Central Bank Law): Contains provisions relevant to directors of financial institutions and their governance
ADGM and DIFC Regulations: Special regulations applying to companies incorporated in these free zones, including specific requirements for NEDs
UAE Corporate Governance Code: Provides detailed guidelines on corporate governance practices, including the role and responsibilities of NEDs
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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