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.
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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."
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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
Relevant legal definitions
Clauses
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
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