The Shareholder Representative Agreement is a crucial document in Nigerian corporate governance, typically used when multiple shareholders wish to appoint a single representative to act on their behalf in corporate matters. This arrangement is particularly common in companies with diverse shareholding structures, foreign investors, or when professional representation is required for effective participation in corporate governance. The agreement, governed by Nigerian law and compliant with CAMA 2020, details the scope of the representative's authority, including voting rights, decision-making powers, reporting obligations, and communication protocols. It provides essential protection for both the shareholders and the representative while ensuring efficient shareholder participation in corporate affairs. The document is especially relevant for publicly listed companies, joint ventures, and companies with institutional investors.
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1. Parties: Identification of the appointing shareholders and the appointed representative
2. Background: Context of the appointment and relevant information about the company and shareholding structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Appointment and Term: Formal appointment of the representative and duration of the appointment
5. Powers and Authority: Scope of representative's powers, including voting rights and decision-making authority
6. Duties and Responsibilities: Specific obligations of the representative, including reporting requirements and fiduciary duties
7. Limitations of Authority: Specific restrictions on the representative's powers and actions requiring special approval
8. Communications and Reporting: Procedures for communication between representative and shareholders, including reporting obligations
9. Remuneration: Compensation structure and payment terms for the representative's services
10. Indemnification: Protection and indemnification provisions for the representative
11. Termination: Circumstances and procedures for ending the agreement
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Substitute Representative: Procedures for appointing a substitute representative when the primary representative is unavailable - include when multiple representatives might be needed
2. Electronic Communications: Provisions for electronic voting and communications - include for modern corporate structures with digital governance
3. Conflict Resolution: Specific procedures for handling conflicts between different shareholder groups - include when representing diverse shareholder interests
4. Insurance: Requirements for professional liability insurance - include when dealing with high-value transactions or listed companies
5. Special Voting Procedures: Detailed procedures for specific types of corporate actions - include when dealing with complex corporate structures
6. Foreign Shareholders: Special provisions for foreign shareholders - include when representing international shareholders
1. Schedule 1 - List of Appointing Shareholders: Details of all shareholders appointing the representative, including shareholding percentages
2. Schedule 2 - Scope of Authority Matrix: Detailed matrix showing different types of decisions and level of authority granted
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees and payment terms
4. Schedule 4 - Reporting Template: Standard format for periodic reports to be provided to shareholders
5. Schedule 5 - Communication Protocols: Detailed procedures for different types of communications and notifications
6. Appendix A - Power of Attorney Form: Template for formal power of attorney documentation
7. Appendix B - Meeting Procedures: Detailed procedures for participating in shareholder meetings
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