The Directors Service Agreement is a fundamental document used when appointing new directors or formalizing existing director relationships within Nigerian companies. It serves as a comprehensive contract that outlines the terms of service, responsibilities, and benefits of a director's appointment, ensuring compliance with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020. This agreement is essential for both executive and non-executive director appointments, providing clear guidelines on corporate governance, fiduciary duties, remuneration structures, and termination provisions. It helps protect both the company's and director's interests while establishing clear accountability and performance expectations. The document is particularly important in the Nigerian context, where corporate governance requirements and director obligations are strictly regulated.
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1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the appointment and any relevant company information
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the director's appointment, position, and duration
5. Duties and Responsibilities: Comprehensive outline of the director's duties, including statutory obligations under CAMA 2020
6. Time Commitment: Expected time dedication to the role and provisions for other commitments
7. Remuneration and Benefits: Salary, fees, bonuses, and other benefits
8. Expenses: Policy on reimbursement of business expenses
9. Location and Hours: Primary work location and expected working hours
10. Confidentiality: Obligations regarding company confidential information
11. Intellectual Property: Ownership and rights to intellectual property created during directorship
12. Conflicts of Interest: Provisions for declaring and handling conflicts of interest
13. Termination: Circumstances and procedures for ending the agreement
14. Post-Termination Obligations: Continuing obligations after the agreement ends
15. Company Policies: Compliance with company policies and procedures
16. Governing Law: Specification of Nigerian law as governing law and jurisdiction
17. General Provisions: Standard boilerplate clauses including notices, entire agreement, and variations
1. Share Options: Details of any share option schemes - include for listed companies or when equity participation is offered
2. International Travel: Specific provisions for international travel - include for multinational companies
3. Multiple Directorships: Provisions for holding directorships in group companies - include for corporate groups
4. Performance Targets: Specific KPIs and performance measurement - include for executive directors
5. Corporate Governance: Additional governance requirements - include for listed companies or regulated sectors
6. Insurance: Details of D&O insurance - include for larger companies or high-risk sectors
7. Garden Leave: Provisions for garden leave during notice period - include for senior executive directors
8. Change of Control: Provisions dealing with company takeover or merger - include for listed companies
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: Benefits: Comprehensive list of benefits and their terms
4. Schedule 4: Company Policies: List of applicable company policies
5. Schedule 5: Performance Metrics: Detailed performance evaluation criteria if applicable
6. Appendix A: Board Resolution: Copy of board resolution approving the appointment
7. Appendix B: Job Description: Detailed role description and responsibilities
Relevant legal definitions
Appointment
Articles of Association
Board
Board Committees
Business Day
CAMA
Change of Control
Company
Competitor
Confidential Information
Corporate Governance Code
Director
Effective Date
Employment Period
Financial Year
Good Reason
Group
Group Company
Intellectual Property Rights
Just Cause
Material Breach
Notice Period
Parent Company
Permitted Business
Prohibited Area
Remuneration
Restricted Business
Restricted Customer
Restricted Person
Service Agreement
Share Option Scheme
Subsidiary
Termination Date
Territory
Vacation Period
Working Hours
Annual General Meeting
Board Resolution
Business Plan
Cause
Company Property
Company Secretary
Duties
Executive Director
Non-Executive Director
Performance Targets
Register of Directors
Related Party
Statutory Duties
Articles of Association
Board
Board Committees
Business Day
CAMA
Change of Control
Company
Competitor
Confidential Information
Corporate Governance Code
Director
Effective Date
Employment Period
Financial Year
Good Reason
Group
Group Company
Intellectual Property Rights
Just Cause
Material Breach
Notice Period
Parent Company
Permitted Business
Prohibited Area
Remuneration
Restricted Business
Restricted Customer
Restricted Person
Service Agreement
Share Option Scheme
Subsidiary
Termination Date
Territory
Vacation Period
Working Hours
Annual General Meeting
Board Resolution
Business Plan
Cause
Company Property
Company Secretary
Duties
Executive Director
Non-Executive Director
Performance Targets
Register of Directors
Related Party
Statutory Duties
Clauses
Appointment
Term
Duties and Responsibilities
Fiduciary Obligations
Board Meetings
Time Commitment
Remuneration
Benefits
Expenses
Share Options
Location of Work
Working Hours
Vacation
Confidentiality
Intellectual Property
Data Protection
Conflicts of Interest
Non-Competition
Non-Solicitation
Company Property
Performance Review
Training and Development
Insurance
Indemnification
Termination
Garden Leave
Post-Termination Obligations
Notice
Resignation
Suspension
Company Policies
Corporate Governance
Regulatory Compliance
Record Keeping
Representation and Warranties
Force Majeure
Severability
Entire Agreement
Variation
Assignment
Third Party Rights
Notices
Governing Law
Jurisdiction
Dispute Resolution
Waiver
Directors' and Officers' Insurance
Change of Control
Group Company Provisions
Health and Safety
Reporting Requirements
Term
Duties and Responsibilities
Fiduciary Obligations
Board Meetings
Time Commitment
Remuneration
Benefits
Expenses
Share Options
Location of Work
Working Hours
Vacation
Confidentiality
Intellectual Property
Data Protection
Conflicts of Interest
Non-Competition
Non-Solicitation
Company Property
Performance Review
Training and Development
Insurance
Indemnification
Termination
Garden Leave
Post-Termination Obligations
Notice
Resignation
Suspension
Company Policies
Corporate Governance
Regulatory Compliance
Record Keeping
Representation and Warranties
Force Majeure
Severability
Entire Agreement
Variation
Assignment
Third Party Rights
Notices
Governing Law
Jurisdiction
Dispute Resolution
Waiver
Directors' and Officers' Insurance
Change of Control
Group Company Provisions
Health and Safety
Reporting Requirements
Relevant Industries
Financial Services
Manufacturing
Technology
Oil and Gas
Telecommunications
Healthcare
Real Estate
Professional Services
Retail
Construction
Agriculture
Education
Mining
Transportation
Energy
Relevant Teams
Legal
Human Resources
Board Secretariat
Corporate Governance
Compliance
Executive Leadership
Finance
Administration
Risk Management
Relevant Roles
Executive Director
Non-Executive Director
Managing Director
Chief Executive Officer
Finance Director
Technical Director
Independent Director
Chairman of the Board
Executive Vice President
Chief Operating Officer
Regional Director
Group Director
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