The Directors Agreement serves as a fundamental governance document for Nigerian companies, establishing the legal framework for the appointment and service of company directors. This agreement is essential when appointing new directors or formalizing arrangements with existing directors, ensuring compliance with the Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Code of Corporate Governance 2018. The document comprehensively addresses appointment terms, duties, remuneration, and obligations, while incorporating specific requirements for different director types (executive or non-executive). It's particularly important for risk management, corporate governance, and regulatory compliance, providing clear guidelines for both the company and the director regarding their respective rights and obligations under Nigerian law.
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1. Parties: Identification of the company and the director entering into the agreement
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: Detailed description of the director's duties, including statutory and fiduciary duties under CAMA 2020
6. Time Commitment: Expected time dedication to the role and other commitments
7. Remuneration: Details of fees, salary, and other benefits
8. Expenses: Provisions for reimbursement of reasonable expenses
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest
11. Termination: Circumstances and procedures for termination of the agreement
12. Company Policies: Obligation to comply with company policies and procedures
13. Governing Law: Specification of Nigerian law as governing law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Executive Duties: Additional section for executive directors detailing operational responsibilities
2. Share Options: Include when the director is to receive share options or other equity-based compensation
3. Non-Competition: Restrictions on competing activities during and after directorship
4. Intellectual Property: Rights and obligations regarding IP created during directorship
5. Insurance: Details of D&O insurance coverage if provided
6. Performance Metrics: Specific KPIs and performance evaluation criteria for executive directors
7. Additional Board Committees: Responsibilities related to specific board committee memberships
8. International Travel: Provisions for international travel if company has overseas operations
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Remuneration Package: Detailed breakdown of compensation including salary, benefits, and allowances
3. Schedule 3 - Company Policies: List of relevant company policies the director must comply with
4. Schedule 4 - Board Committee Duties: Specific responsibilities related to board committee memberships
5. Schedule 5 - Performance Metrics: Detailed KPIs and performance evaluation criteria
6. Appendix A - Statutory Declaration: Declaration of compliance with CAMA 2020 requirements
7. Appendix B - Conflict of Interest Form: Standard form for declaring conflicts of interest
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