The Executive Director Agreement is a crucial document used when appointing senior executives to leadership positions in Saudi Arabian companies. It serves as the primary contract governing the relationship between the company and its executive directors, ensuring compliance with Saudi Companies Law, Labor Law, and relevant regulations. This agreement is particularly important given the increasing focus on corporate governance in Saudi Arabia and the kingdom's Vision 2030 objectives for business development. The document typically includes comprehensive provisions on duties, authority limits, compensation, benefits, compliance obligations, and post-employment restrictions, all structured to align with both Saudi legal requirements and international corporate governance standards. It's especially critical for listed companies subject to Capital Market Authority oversight and companies with significant international operations.
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1. Parties: Identification of the Company and the Executive Director, including full legal names and addresses
2. Background: Context of the appointment, including company information and basis for appointment
3. Definitions: Key terms used throughout the agreement, including specific Saudi legal terminology
4. Appointment and Term: Details of the position, effective date, and duration of appointment
5. Duties and Responsibilities: Comprehensive outline of executive duties, corporate responsibilities, and compliance with Saudi regulations
6. Time Commitment: Expected working hours and dedication requirements
7. Remuneration: Base salary, bonuses, and other compensation elements in compliance with Saudi labor laws
8. Benefits: Healthcare, insurance, leave entitlements, and other benefits as per Saudi requirements
9. Expenses: Policy on business expenses and reimbursement procedures
10. Confidentiality: Protection of company information and trade secrets
11. Intellectual Property: Ownership of work product and innovations
12. Compliance and Ethics: Obligations regarding Saudi laws, anti-corruption, and Sharia principles
13. Termination: Grounds and procedures for termination in accordance with Saudi labor law
14. Post-Termination Obligations: Continuing duties and restrictions after employment ends
15. Governing Law and Jurisdiction: Application of Saudi law and dispute resolution procedures
1. Board Position: Required if the executive director also serves on the board of directors
2. Stock Options/Share Schemes: Include for listed companies or when equity compensation is offered
3. International Travel: Include for roles requiring significant international travel
4. Multiple Directorships: Include when permitting or restricting other board positions
5. Corporate Governance: Additional section for listed companies subject to CMA regulations
6. Change of Control: Include for listed companies or those anticipating ownership changes
7. Garden Leave: Include if company wants right to place director on paid leave
8. Retention Bonus: Include if specific performance or retention incentives are offered
9. Relocation Terms: Include for international hires or roles requiring relocation
1. Schedule 1 - Duties and Responsibilities: Detailed breakdown of executive functions and authority limits
2. Schedule 2 - Remuneration Package: Detailed compensation structure including benchmarks and review mechanisms
3. Schedule 3 - Benefits Details: Comprehensive list of benefits and their terms
4. Schedule 4 - Company Policies: Key corporate policies applicable to the executive role
5. Schedule 5 - Performance Metrics: KPIs and performance evaluation criteria
6. Appendix A - Power of Attorney: Specific authorities granted to the executive director
7. Appendix B - Conflict of Interest Declaration: Initial disclosure of any potential conflicts
8. Appendix C - Approved Outside Directorships: List of pre-approved board positions or external commitments
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