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A Director Appointment Agreement is a formal contract that sets out the terms when someone joins a company's board in Nigeria. It spells out the new director's roles, responsibilities, and compensation, while following the requirements of the Companies and Allied Matters Act (CAMA).

This agreement protects both the company and the incoming director by clearly defining board meeting obligations, confidentiality rules, and the circumstances for ending the appointment. It's particularly important for public companies listed on the Nigerian Stock Exchange, where corporate governance standards require detailed documentation of director appointments.

Use a Director Appointment Agreement when bringing new leadership into your Nigerian company, especially during critical growth phases or corporate restructuring. This document becomes essential before a director starts their duties, protecting your organization from misunderstandings about roles, compensation, and responsibilities.

The agreement proves particularly valuable when appointing non-executive directors, managing succession planning, or complying with CAMA regulations. It helps prevent future disputes by clearly documenting performance expectations, confidentiality obligations, and termination conditions. For publicly listed companies, it's a crucial part of maintaining transparency with shareholders and meeting Nigerian Stock Exchange requirements.

• Executive Director Agreements: Detailed contracts for full-time directors handling day-to-day operations, including performance metrics and executive compensation
• Non-Executive Director Agreements: Focus on oversight duties, meeting attendance, and advisory responsibilities with more flexible time commitments
• Independent Director Agreements: Emphasize independence requirements under CAMA, including conflict-of-interest provisions and corporate governance roles
• Nominee Director Agreements: Used when directors represent specific shareholders or stakeholder groups, outlining reporting relationships and dual responsibilities

• Incoming Directors: Sign the Director Appointment Agreement and must comply with its terms, including confidentiality, attendance, and performance requirements
• Company Secretary: Drafts and maintains the agreement, ensures compliance with CAMA requirements, and handles filing with CAC
• Board of Directors: Reviews and approves the agreement terms, often through a nominations committee
• Legal Counsel: Reviews or drafts the agreement to ensure it meets Nigerian corporate law requirements and protects company interests
• Shareholders: May need to ratify director appointments at Annual General Meetings, especially for public companies

• Director Details: Gather full legal name, residential address, and any professional qualifications or certifications
• Role Specifics: Define exact position, duties, meeting requirements, and committee assignments
• Compensation Terms: Document all forms of remuneration, including sitting fees, allowances, and benefits
• Company Information: Compile RC number, registered address, and board resolution approving appointment
• Compliance Check: Review CAMA requirements and Nigerian Stock Exchange rules if applicable
• Document Review: Use our platform to generate a customized agreement that includes all required elements under Nigerian law

• Appointment Details: Clear statement of position, term length, and effective date per CAMA requirements
• Duties and Powers: Specific responsibilities, board meeting obligations, and decision-making authority
• Compensation Structure: Details of fees, benefits, expense reimbursement, and payment schedules
• Confidentiality Terms: Protection of company information during and after directorship
• Termination Provisions: Conditions for resignation, removal, and notice periods
• Conflict Resolution: Dispute handling procedures and applicable Nigerian jurisdiction
• Regulatory Compliance: References to relevant sections of CAMA and corporate governance codes

A Director Appointment Agreement differs significantly from a Director Services Agreement in several key aspects, though they're often confused in Nigerian corporate practice. While both deal with director-company relationships, their scope and application vary considerably.

• Purpose and Scope: Director Appointment Agreements focus on the formal appointment process and governance role, while Service Agreements detail specific professional services and deliverables
• Legal Framework: Appointment Agreements align with CAMA's board composition requirements, whereas Service Agreements follow contract law principles for professional services
• Duration Structure: Appointment terms typically align with board tenure periods, while Service Agreements often cover specific projects or timeframes
• Compensation Model: Appointment Agreements include standard director fees and benefits, while Service Agreements detail project-based or consulting fees