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Agreement Between Directors Of A Company

Agreement Between Directors Of A Company Template for Nigeria

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Key Requirements PROMPT example:

Agreement Between Directors Of A Company

"I need an Agreement Between Directors of a Company for a newly established fintech startup in Lagos, with three directors (two executive and one non-executive), including specific provisions for technology intellectual property rights and data protection responsibilities."

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Document background
The Agreement Between Directors of a Company serves as a crucial governance document for Nigerian companies, establishing the framework for director relationships and responsibilities. This agreement is typically implemented when new directors are appointed, during company restructuring, or when formalizing existing director arrangements. It ensures compliance with the Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Code of Corporate Governance 2018, while protecting both the company's and directors' interests. The document addresses key aspects such as decision-making processes, remuneration, confidentiality obligations, and dispute resolution mechanisms. It's particularly important for companies seeking to maintain strong corporate governance practices and clear accountability structures within their board of directors.
Suggested Sections

1. Parties: Identification of all directors entering into the agreement, including their full names, addresses, and roles

2. Background: Context of the agreement, including company details and purpose of the arrangement

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Roles and Responsibilities: Detailed outline of each director's specific duties and areas of responsibility

6. Decision Making Process: Procedures for board decisions, voting rights, and majority requirements

7. Remuneration: Details of directors' compensation, benefits, and expense reimbursement

8. Confidentiality: Obligations regarding company confidential information and trade secrets

9. Conflict of Interest: Procedures for declaring and handling conflicts of interest

10. Board Meetings: Procedures for calling and conducting board meetings

11. Termination: Circumstances and procedures for terminating the agreement or directorship

12. Governing Law: Specification of Nigerian law as governing law and jurisdiction

13. Dispute Resolution: Procedures for resolving disputes between directors

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Compete Clause: Restrictions on directors' involvement in competing businesses - include when directors have access to sensitive competitive information

2. Intellectual Property Rights: Provisions regarding IP developed during directorship - include when company has significant IP assets

3. Special Projects: Terms for specific business initiatives or projects - include when directors have special assignments

4. Share Options: Details of any share option schemes - include when company offers equity incentives

5. International Operations: Provisions for international business activities - include when company operates across borders

6. Successor Training: Requirements for training successor directors - include when succession planning is critical

7. Emergency Powers: Special powers during emergency situations - include when business operates in high-risk environments

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of compensation packages, including salary, bonuses, and benefits

2. Schedule 2: Company Information: Detailed company information including registration details, share capital, and current directors

3. Schedule 3: Specific Responsibilities: Detailed description of each director's portfolio and specific responsibilities

4. Schedule 4: Board Meeting Procedures: Detailed procedures for board meetings, including notice periods and voting mechanisms

5. Appendix A: Code of Conduct: Detailed code of conduct for directors aligned with Nigerian corporate governance requirements

6. Appendix B: Conflict Declaration Form: Standard form for declaring conflicts of interest

7. Appendix C: Expense Policy: Detailed policy on expense claims and reimbursement procedures

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
Agreement
Board
Board Meeting
Business Day
CAMA
Company
Confidential Information
Corporate Governance Code
Directors
Effective Date
Executive Director
Financial Year
Force Majeure
Intellectual Property Rights
Law
Material Interest
Non-Executive Director
Notice
Parties
Remuneration
Resolution
Share
Special Resolution
Subsidiary
Term
Territory
Third Party
Trading Hours
Written Resolution
Conflict of Interest
Board Committee
Company Secretary
Strategic Plan
Annual Budget
Business Plan
Corporate Seal
Governing Documents
Group
Material Transaction
Quorum
Clauses
Interpretation
Appointment
Term and Duration
Duties and Responsibilities
Authority
Board Meetings
Decision Making
Voting Rights
Remuneration
Benefits
Expenses
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Conflict of Interest
Corporate Governance
Compliance
Reporting Requirements
Performance Evaluation
Leave of Absence
Resignation
Removal
Termination
Indemnification
Insurance
Dispute Resolution
Governing Law
Force Majeure
Notices
Amendment
Severability
Entire Agreement
Assignment
Third Party Rights
Counterparts
Survival
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Energy

Telecommunications

Retail

Agriculture

Mining

Professional Services

Education

Construction

Transportation

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Risk Management

Human Resources

Corporate Affairs

Executive Office

Administrative Support

Internal Audit

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Non-Executive Director

Independent Director

Company Secretary

Chief Financial Officer

Chief Operating Officer

Board Chairman

Corporate Governance Officer

Legal Counsel

Compliance Officer

Risk Management Officer

Human Resources Director

Corporate Affairs Director

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company operations in Nigeria, including directors' duties, responsibilities, appointments, removals, and general corporate governance framework
Nigerian Code of Corporate Governance 2018: Provides principles and practices that should guide corporate governance in Nigerian companies, including specific guidelines for directors' conduct
Investment and Securities Act 2007: Regulates investment and securities business in Nigeria, relevant for directors' dealings with company shares and other securities
Federal Competition and Consumer Protection Act 2018: Governs competition law and consumer protection in Nigeria, relevant for directors' decision-making regarding market competition
Economic and Financial Crimes Commission Act 2004: Deals with financial crimes and corrupt practices, relevant for directors' obligations regarding anti-corruption compliance
Companies Income Tax Act: Governs taxation of companies in Nigeria, relevant for directors' responsibilities regarding tax compliance and financial management
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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