The Company Director Agreement is a crucial document used when appointing new directors to a company's board in Saudi Arabia. It serves as the primary contract governing the relationship between the company and its directors, ensuring compliance with the Saudi Companies Law, Capital Market Law (for listed companies), and Corporate Governance Regulations. This agreement is essential for both Saudi and foreign directors, incorporating specific requirements for different types of companies (listed, private, or family-owned). The document typically addresses key aspects such as appointment terms, duties, remuneration, confidentiality, and compliance obligations, while also considering any specific requirements for foreign directors under Saudi investment and immigration regulations. It should be regularly reviewed and updated to reflect changes in Saudi corporate law and governance requirements.
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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: Definitions of key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and conditions for renewal
5. Duties and Responsibilities: Comprehensive outline of director's duties under Saudi law and company requirements
6. Time Commitment: Expected time dedication to company matters and board activities
7. Remuneration and Benefits: Details of compensation, including fees, allowances, and benefits
8. Expenses: Policy on reimbursement of expenses incurred in role performance
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Conflicts of Interest: Procedures for declaring and managing conflicts of interest
11. Compliance with Laws: Obligation to comply with Saudi laws, regulations, and corporate governance requirements
12. Termination: Circumstances and procedures for termination of the appointment
13. Company Policies: Director's obligation to comply with company policies and procedures
14. Governing Law: Confirmation of Saudi law as governing law and jurisdiction
1. Non-Competition: Restrictions on competing activities, used when director has industry connections
2. International Travel: Terms for international travel, included for companies with international operations
3. Committee Memberships: Additional duties and compensation for committee roles, if applicable
4. Share Options: Terms of any share option schemes, for companies offering equity incentives
5. Insurance and Indemnity: Details of D&O insurance and indemnification, for higher-risk appointments
6. Multiple Directorships: Terms regarding other directorships, for directors serving multiple boards
7. Succession Planning: Provisions for succession planning, for key director positions
8. Language Requirements: Language proficiency requirements, for international directors
1. Schedule 1 - Remuneration Details: Detailed breakdown of all compensation components
2. Schedule 2 - Position Description: Detailed description of the director's role and responsibilities
3. Schedule 3 - Company Policies: List of relevant company policies the director must adhere to
4. Schedule 4 - Board Meeting Schedule: Annual schedule of regular board meetings
5. Schedule 5 - Conflict Declaration Form: Template for declaring conflicts of interest
6. Appendix A - Code of Conduct: Company's code of conduct for directors
7. Appendix B - Corporate Governance Guidelines: Relevant corporate governance requirements and guidelines
8. Appendix C - Powers of Attorney: Any delegated powers granted to the director
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