Non Executive Director Agreement Template for Nigeria

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Key Requirements PROMPT example:

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."

Document background
The Non Executive Director Agreement is a fundamental governance document used when appointing independent directors to a company's board in Nigeria. It establishes the legal framework for the relationship between the company and its Non-Executive Director, ensuring compliance with the Companies and Allied Matters Act (CAMA) 2020 and corporate governance requirements. The agreement covers essential aspects such as appointment terms, duties, remuneration, independence criteria, and confidentiality obligations. This document is particularly important in the Nigerian business context, where there is increasing emphasis on corporate governance, board independence, and transparent business practices. It helps companies demonstrate compliance with regulatory requirements while providing clear guidelines for the role and responsibilities of Non-Executive Directors.
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 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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Relevant Industries

Financial Services

Manufacturing

Energy

Technology

Healthcare

Telecommunications

Real Estate

Consumer Goods

Agriculture

Mining

Construction

Education

Professional Services

Media and Entertainment

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board Secretariat

Corporate Governance

Human Resources

Executive Office

Finance

Risk Management

Internal Audit

Relevant Roles

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

Industries
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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