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Directors Agreement
"I need a Directors Agreement for the appointment of a new Executive Director for our fintech company in Nigeria, starting March 1, 2025, including provisions for share options, performance bonuses, and compliance with Central Bank of Nigeria regulations."
1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the appointment and brief description of the company's business
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and renewal provisions
5. Duties and Responsibilities: Detailed description of the director's duties, including statutory and fiduciary duties under CAMA 2020
6. Time Commitment: Expected time dedication to the role and other commitments
7. Remuneration: Details of fees, salary, and other benefits
8. Expenses: Provisions for reimbursement of reasonable expenses
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest
11. Termination: Circumstances and procedures for termination of the agreement
12. Company Policies: Obligation to comply with company policies and procedures
13. Governing Law: Specification of Nigerian law as governing law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Executive Duties: Additional section for executive directors detailing operational responsibilities
2. Share Options: Include when the director is to receive share options or other equity-based compensation
3. Non-Competition: Restrictions on competing activities during and after directorship
4. Intellectual Property: Rights and obligations regarding IP created during directorship
5. Insurance: Details of D&O insurance coverage if provided
6. Performance Metrics: Specific KPIs and performance evaluation criteria for executive directors
7. Additional Board Committees: Responsibilities related to specific board committee memberships
8. International Travel: Provisions for international travel if company has overseas operations
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Remuneration Package: Detailed breakdown of compensation including salary, benefits, and allowances
3. Schedule 3 - Company Policies: List of relevant company policies the director must comply with
4. Schedule 4 - Board Committee Duties: Specific responsibilities related to board committee memberships
5. Schedule 5 - Performance Metrics: Detailed KPIs and performance evaluation criteria
6. Appendix A - Statutory Declaration: Declaration of compliance with CAMA 2020 requirements
7. Appendix B - Conflict of Interest Form: Standard form for declaring conflicts of interest
Authors
Applicable Laws
Board
Board Committees
Business Day
CAMA
Company
Confidential Information
Corporate Governance Code
Director
Effective Date
Executive Duties
Financial Year
Group
Independent Director
Intellectual Property Rights
Material Interest
Parent Company
Permitted Disclosure
Related Party
Remuneration
SEC
Services
Share Option Scheme
Subsidiary
Term
Territory
Termination Date
Board Resolution
Companies Registry
Conflict of Interest
Corporate Seal
Directors' Fees
Memorandum and Articles of Association
Notices
Official Position
Registered Office
Regulatory Authorities
Securities
Shareholders
Term
Duties and Responsibilities
Fiduciary Obligations
Board Meetings
Remuneration
Benefits
Expenses
Time Commitment
Other Directorships
Confidentiality
Intellectual Property
Conflicts of Interest
Non-Competition
Non-Solicitation
Company Property
Record Keeping
Compliance
Corporate Governance
Performance Evaluation
Insurance
Indemnification
Termination
Garden Leave
Data Protection
Board Committees
Share Dealings
Related Party Transactions
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Counterparts
Financial Services
Manufacturing
Technology
Oil and Gas
Telecommunications
Healthcare
Real Estate
Retail
Agriculture
Construction
Mining
Education
Professional Services
Transportation
Energy
Legal
Corporate Secretariat
Board of Directors
Executive Management
Human Resources
Compliance
Corporate Governance
Risk Management
Internal Audit
Corporate Affairs
Board Director
Executive Director
Non-Executive Director
Managing Director
Chief Executive Officer
Independent Director
Alternate Director
Chairman of the Board
Finance Director
Technical Director
Operations Director
Commercial Director
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