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Non Executive Director Service Agreement

Non Executive Director Service Agreement Template for Nigeria

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Key Requirements PROMPT example:

Non Executive Director Service Agreement

"I need a Non Executive Director Service Agreement for a fintech company listed on the Nigerian Exchange, with specific provisions for technology oversight responsibilities and cybersecurity governance, planned to commence from March 1, 2025."

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Document background
The Non Executive Director Service Agreement is a crucial document used when appointing independent directors to company boards in Nigeria. It establishes the legal framework for the relationship between the company and its non-executive directors, ensuring compliance with the Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Code of Corporate Governance 2018. This agreement is essential for both public and private companies seeking to strengthen their corporate governance structure through independent oversight. It details the director's duties, responsibilities, remuneration, and terms of service, while addressing key aspects such as independence requirements, confidentiality obligations, and conflict of interest procedures. The document is particularly important in the Nigerian context, where regulatory bodies emphasize the need for strong corporate governance and board independence.
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'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: Core duties, including board meeting attendance, committee participation, and strategic oversight

6. Time Commitment: Expected time dedication to the role, including board meetings and additional duties

7. Remuneration: Directors' fees, meeting attendance fees, and expense reimbursement policy

8. Independence and Conflicts: Requirements for maintaining independence and managing potential conflicts of interest

9. Confidentiality: Obligations regarding confidential information and company secrets

10. Corporate Governance: Compliance with corporate governance codes and company policies

11. Termination: Circumstances and procedures for termination of appointment

12. Company Policies: Adherence to key company policies and procedures

13. Notices: Process for giving and receiving formal notices under the agreement

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

Optional Sections

1. Committee Appointments: Specific provisions for appointment to board committees - include if director will serve on specific committees

2. Insurance and Indemnity: Details of D&O insurance and indemnification - include if company provides specific insurance coverage

3. Additional Roles: Provisions for additional responsibilities beyond standard NED duties - include if director has special assignments

4. Share Qualification: Requirements for holding company shares - include if company has share qualification requirements for NEDs

5. International Travel: Specific provisions for international travel and related compensation - include for companies with international operations

6. Subsidiary Appointments: Provisions for appointments to subsidiary boards - include if director will serve on subsidiary boards

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities of the Non-Executive Director

2. Schedule 2 - Remuneration Details: Detailed breakdown of fees, allowances, and payment terms

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

4. Schedule 4 - Board and Committee Meeting Schedule: Annual schedule of regular board and committee meetings

5. Appendix A - Code of Conduct: Company's code of conduct and ethical requirements for directors

6. Appendix B - Conflict of Interest Policy: Detailed policy on managing and declaring conflicts of interest

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
Clauses
Appointment
Term
Duties and Responsibilities
Time Commitment
Independence
Board Committees
Remuneration
Expenses
Confidentiality
Conflicts of Interest
Corporate Governance
Company Policies
Board Meetings
Performance Review
Professional Development
Insurance and Indemnity
Termination
Return of Property
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Governing Law
Jurisdiction
Force Majeure
Relevant Industries

Financial Services

Manufacturing

Energy and Natural Resources

Technology

Healthcare

Telecommunications

Real Estate

Consumer Goods

Agriculture

Infrastructure

Professional Services

Education

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Services

Executive Office

Human Resources

Risk Management

Relevant Roles

Non-Executive Director

Independent Director

Board Member

Board Chairman

Company Secretary

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Governance Officer

Head of Compliance

Director of Legal Affairs

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company operations in Nigeria, including provisions for appointment, duties, and responsibilities of directors
Nigerian Code of Corporate Governance 2018: Provides principles and practices for corporate governance, including specific guidelines for non-executive directors' roles and responsibilities
Securities and Exchange Commission Rules and Regulations: Relevant for listed companies, containing provisions about director appointments and corporate governance requirements
Companies Income Tax Act: Governs the taxation of director fees and other benefits provided to non-executive directors
Personal Income Tax Act: Relevant for the taxation of individual directors' remuneration and benefits
Financial Reporting Council of Nigeria Act: Contains provisions regarding financial reporting and corporate governance standards that directors must oversee
Nigerian Investment Promotion Commission Act: Relevant if the non-executive director is a foreign national, governing foreign participation in Nigerian businesses
Central Bank of Nigeria Corporate Governance Code: Specifically relevant if the company is in the financial services sector, providing additional requirements for directors
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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