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Directors Service Contract

Directors Service Contract Template for Nigeria

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Key Requirements PROMPT example:

Directors Service Contract

"I need a Directors Service Contract for an executive director position in our listed telecommunications company in Nigeria, with the appointment starting March 1, 2025, including share option schemes and international travel provisions."

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Document background
The Director's Service Contract is a fundamental document required when appointing directors to a company's board in Nigeria. It serves as the primary agreement governing the relationship between the company and its directors, whether executive or non-executive. This document is essential for compliance with the Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Code of Corporate Governance 2018. It typically includes detailed provisions on appointment terms, duties, remuneration, benefits, performance expectations, and termination procedures. The contract is particularly important for establishing clear lines of authority, accountability, and protecting both the company's and director's interests while ensuring adherence to regulatory requirements.
Suggested Sections

1. Parties: Identification of the company and the director entering into the agreement

2. Background: Context of the appointment and any relevant corporate history

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

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

5. Duties and Responsibilities: Comprehensive outline of the director's duties, including statutory obligations under CAMA 2020

6. Time Commitment and Other Interests: Expected time dedication and rules regarding other business interests

7. Remuneration and Benefits: Salary, fees, bonuses, and other benefits including pension arrangements

8. Expenses: Policy on reimbursement of business expenses

9. Place of Work: Principal location and travel requirements

10. Confidentiality: Obligations regarding company confidential information

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

12. Data Protection: Handling of personal data and compliance with privacy laws

13. Corporate Governance: Compliance with corporate governance requirements and board procedures

14. Termination: Circumstances and procedures for ending the appointment

15. Post-Termination Obligations: Continuing duties and restrictions after termination

16. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

Optional Sections

1. Share Options and Long-Term Incentives: For executive directors or when equity-based compensation is offered

2. International Travel: For companies with international operations requiring significant travel

3. Industry-Specific Compliance: For regulated industries such as financial services or telecommunications

4. Board Committee Responsibilities: When the director will serve on specific board committees

5. Performance Metrics: Detailed KPIs and performance evaluation criteria for executive directors

6. Security and Market Dealing: For listed companies, covering share dealing rules and insider trading

7. Subsidiary Board Appointments: When director will serve on boards of group companies

8. Relocation Provisions: If the role requires relocation or international assignments

Suggested Schedules

1. Schedule 1: Remuneration Package: Detailed breakdown of salary, benefits, and bonus structures

2. Schedule 2: Job Description: Detailed outline of roles, responsibilities, and reporting lines

3. Schedule 3: Company Policies: List of key company policies the director must comply with

4. Schedule 4: Performance Criteria: Specific performance metrics and evaluation framework

5. Schedule 5: Share Option Terms: Details of any share option or equity participation schemes

6. Schedule 6: Expense Policy: Detailed policies regarding expense claims and reimbursement

7. Appendix A: Board Charter: Key governance documents and board operating procedures

8. Appendix B: Statutory Declarations: Required declarations under CAMA 2020 and other relevant laws

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
Articles of Association
Board
Board Committees
Business Day
CAMA
Change of Control
Company
Company Group
Competitive Business
Confidential Information
Corporate Governance Code
Director
Effective Date
Employment Period
Encumbrance
Financial Year
Good Reason
Gross Misconduct
Group Company
Intellectual Property Rights
Just Cause
Key Performance Indicators
Material Breach
Notice Period
Parent Company
Permitted Business
Prohibited Area
Regulatory Authority
Remuneration
Restricted Business
Restricted Period
Securities
Service Agreement
Share Option Scheme
Shareholders
Subsidiary
Termination Date
Territory
Trade Secrets
Variation
Working Hours
Clauses
Appointment
Term
Duties and Responsibilities
Authority and Powers
Remuneration
Benefits
Expenses
Working Hours
Location
Other Directorships
Conflicts of Interest
Board Meetings
Performance Review
Training and Development
Confidentiality
Intellectual Property
Data Protection
Company Property
Corporate Governance
Regulatory Compliance
Share Dealings
Insurance and Indemnity
Health and Safety
Non-Competition
Non-Solicitation
Non-Poaching
Termination
Garden Leave
Severance
Post-Termination Obligations
Return of Property
Notices
Assignment
Variation
Severability
Entire Agreement
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Survival
Relevant Industries

Financial Services

Manufacturing

Technology

Telecommunications

Healthcare

Energy and Natural Resources

Real Estate

Retail and Consumer Goods

Agriculture

Transportation and Logistics

Construction

Education

Professional Services

Media and Entertainment

Mining

Hospitality

Insurance

Aviation

Relevant Teams

Legal

Human Resources

Corporate Secretariat

Board Secretariat

Compliance

Corporate Governance

Executive Management

Risk Management

Internal Audit

Compensation and Benefits

Relevant Roles

Executive Director

Non-Executive Director

Managing Director

Chief Executive Officer

Finance Director

Technical Director

Operations Director

Independent Director

Chairman of the Board

Executive Chairman

Group Managing Director

Regional Director

Resident Director

Alternate Director

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company operations in Nigeria, including directors' duties, appointments, removals, and fiduciary responsibilities
Labour Act Cap L1 LFN 2004: Governs employment relationships and working conditions, relevant for the service aspects of the director's contract
Nigerian Code of Corporate Governance 2018: Provides guidelines for corporate governance practices, including board composition, directors' responsibilities and best practices
Investment and Securities Act 2007: Relevant if the company is publicly listed, governing securities trading and insider trading regulations for directors
Personal Income Tax Act Cap P8 LFN 2004: Governs the taxation of directors' remuneration, benefits, and allowances
Corrupt Practices and Other Related Offences Act 2000: Addresses corruption and ethical conduct, relevant for directors' duties and responsibilities in managing company resources
Pension Reform Act 2014: Regulates pension arrangements which may be part of the director's compensation package
Industrial Training Fund Act: May be relevant for professional development and training provisions in the director's contract
National Insurance Commission Act: Relevant for insurance and indemnity provisions in the director's service contract
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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