The Directors Service Agreement is a fundamental document used when appointing executive or non-executive directors to a company's board in the UAE. It serves as the primary contract governing the relationship between the company and its directors, establishing clear terms of engagement while ensuring compliance with UAE Federal Law No. 32 of 2021 and other relevant regulations. This agreement is essential for both UAE mainland and free zone companies, addressing crucial aspects such as corporate governance requirements, director duties, remuneration structures, and liability provisions. The document must reflect specific UAE legal requirements while incorporating international best practices in corporate governance, making it suitable for both local and international director appointments.
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1. Parties: Identification of the company and the director, including full legal names and addresses
2. Background: Context of the appointment and brief description of the company's business
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the appointment, position, and duration
5. Duties and Responsibilities: Comprehensive outline of director's duties under UAE law and company requirements
6. Time Commitment: Expected time dedication to the role and availability requirements
7. Remuneration: Base compensation, benefits, and any performance-related elements
8. Expenses: Policy on reimbursement of business expenses
9. Confidentiality: Obligations regarding company confidential information
10. Conflicts of Interest: Procedures for declaring and handling conflicts
11. Board Policies: Compliance with company policies and corporate governance requirements
12. Termination: Grounds and procedures for termination of the agreement
13. Post-Termination Obligations: Continuing duties and restrictions after termination
14. Company Property: Handling of company assets and their return
15. Notices: Communication procedures between parties
16. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. International Travel: For directors expected to travel internationally - specific arrangements and policies
2. Share Options: For companies offering equity-based compensation
3. Multiple Board Positions: When director serves on multiple boards within a group structure
4. Securities Trading: For listed companies - specific obligations regarding share trading
5. UAE Residency: Requirements if UAE residency is necessary for the role
6. Professional Development: Provisions for ongoing training and development
7. Insurance and Indemnification: Detailed provisions for D&O insurance and company indemnification
8. Shareholder Approval: When appointment requires specific shareholder approval processes
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Remuneration Package: Detailed breakdown of all compensation elements
3. Schedule 3 - Company Policies: List of applicable company policies and procedures
4. Schedule 4 - Board Committees: Details of committee memberships and related duties
5. Schedule 5 - Performance Metrics: KPIs and performance evaluation criteria if applicable
6. Appendix A - Board Resolution: Copy of board resolution approving the appointment
7. Appendix B - Conflict Declaration Form: Standard form for declaring conflicts of interest
Relevant legal definitions
Appointment
Articles of Association
Board
Board Meeting
Business Day
Chairman
Company
Company Property
Confidential Information
Corporate Governance Code
Director
Effective Date
Financial Year
Group
Intellectual Property Rights
Material Interest
Memorandum of Association
Parent Company
Regulatory Requirements
Remuneration
Restricted Business
Service Period
Shareholder
Subsidiary
Securities
Territory
Trade Secrets
UAE
Working Hours
Articles of Association
Board
Board Meeting
Business Day
Chairman
Company
Company Property
Confidential Information
Corporate Governance Code
Director
Effective Date
Financial Year
Group
Intellectual Property Rights
Material Interest
Memorandum of Association
Parent Company
Regulatory Requirements
Remuneration
Restricted Business
Service Period
Shareholder
Subsidiary
Securities
Territory
Trade Secrets
UAE
Working Hours
Clauses
Appointment
Term
Duties and Responsibilities
Authority and Powers
Time Commitment
Location
Remuneration
Benefits
Expenses
Annual Leave
Confidentiality
Intellectual Property
Data Protection
Conflicts of Interest
Non-Competition
Non-Solicitation
Board Meetings
Reporting Obligations
Compliance
Corporate Governance
Performance Review
Insurance
Indemnification
Company Property
Record Keeping
Termination
Garden Leave
Post-Termination Obligations
Return of Property
Severability
Waiver
Amendment
Assignment
Notices
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Term
Duties and Responsibilities
Authority and Powers
Time Commitment
Location
Remuneration
Benefits
Expenses
Annual Leave
Confidentiality
Intellectual Property
Data Protection
Conflicts of Interest
Non-Competition
Non-Solicitation
Board Meetings
Reporting Obligations
Compliance
Corporate Governance
Performance Review
Insurance
Indemnification
Company Property
Record Keeping
Termination
Garden Leave
Post-Termination Obligations
Return of Property
Severability
Waiver
Amendment
Assignment
Notices
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Relevant Industries
Financial Services
Real Estate
Technology
Healthcare
Manufacturing
Retail
Energy
Telecommunications
Professional Services
Construction
Hospitality
Transportation
Education
Media and Entertainment
Relevant Teams
Legal
Human Resources
Corporate Governance
Compliance
Board Secretariat
Executive Management
Corporate Affairs
Risk Management
Internal Audit
Compensation Committee
Relevant Roles
Chief Executive Officer
Executive Director
Non-Executive Director
Managing Director
Independent Director
Board Member
Chairman of the Board
Vice Chairman
Committee Chair
Regional Director
Resident Director
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