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Non Executive Director Agreement
"I need a Non Executive Director Agreement for a Nigerian financial services company, compliant with CBN regulations, for a director who will chair the Risk Committee starting March 2025 and must hold at least 50,000 shares in the company."
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 NED duties, including board participation, strategic guidance, and governance oversight
6. Time Commitment: Expected time dedication for board meetings, committee work, and other company activities
7. Remuneration: Fees, allowances, and payment terms
8. Expenses: Policy on reimbursement of expenses incurred in role performance
9. Confidentiality: Obligations regarding company confidential information
10. Independence Requirements: Provisions ensuring director independence per Nigerian regulations
11. Conflicts of Interest: Procedures for declaring and handling conflicts
12. Termination: Circumstances and procedures for ending the appointment
13. Company Policies: Compliance with corporate policies and codes of conduct
14. Governing Law: Nigerian law as governing law and jurisdiction
1. Committee Appointments: Used when the NED will serve on specific board committees
2. Share Qualification: Include if the NED is required to hold shares in the company
3. Insurance and Indemnity: Details of D&O insurance coverage, if provided
4. External Commitments: Include if there are specific restrictions on other directorships
5. Training and Development: Include if specific training requirements or opportunities are provided
6. Performance Review: Include if formal evaluation procedures are established
7. Intellectual Property: Include if the NED may be involved in IP creation
8. Data Protection: Include detailed data protection provisions if handling sensitive data
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Board Committees: List of committees and specific roles if applicable
3. Schedule 3 - Remuneration Details: Breakdown of fees, allowances, and payment schedule
4. Schedule 4 - Company Policies: List of relevant policies the NED 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 board members
7. Appendix B - Board Meeting Schedule: Annual schedule of board and committee meetings
Authors
Appointment
Board
Board Committees
CAMA
Code of Corporate Governance
Company
Confidential Information
Conflict of Interest
Director's Fees
Effective Date
Group
Independent Director
Material Interest
Memorandum and Articles of Association
Non-Executive Director
Regulatory Requirements
Related Party
Subsidiary
Term
Termination Date
Board Meeting
Business Day
Chairman
Company Secretary
Corporate Governance Officer
Financial Year
Intellectual Property Rights
Personal Data
Prohibited Persons List
Shareholders
Stock Exchange
Term
Duties and Responsibilities
Time Commitment
Remuneration
Expenses
Board Meetings
Committee Service
Independence
Conflicts of Interest
Confidentiality
Corporate Governance
Regulatory Compliance
Outside Interests
Share Dealings
Company Policies
Intellectual Property
Data Protection
Insurance and Indemnification
Termination
Notice
Return of Property
Severability
Entire Agreement
Variation
Assignment
Third Party Rights
Governing Law
Jurisdiction
Financial Services
Manufacturing
Energy
Technology
Healthcare
Telecommunications
Real Estate
Consumer Goods
Agriculture
Mining
Construction
Education
Professional Services
Media and Entertainment
Legal
Compliance
Corporate Secretariat
Board Secretariat
Corporate Governance
Human Resources
Executive Office
Finance
Risk Management
Internal Audit
Non-Executive Director
Board Chairman
Company Secretary
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Governance Officer
Board Committee Chairman
Chief Financial Officer
Head of Compliance
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