The Director Fee Agreement is a crucial document used when appointing or renewing the terms of board directors in UAE companies. This agreement, governed by UAE law, establishes the comprehensive framework for director compensation, ensuring compliance with local regulatory requirements including the UAE Commercial Companies Law and corporate governance regulations. It typically includes detailed provisions on basic fees, committee compensation, performance bonuses, expense policies, and payment terms. The document is essential for both listed and private companies in the UAE, providing clarity on remuneration arrangements while protecting both the company's and director's interests. It should be regularly reviewed and updated to reflect changes in UAE corporate governance requirements and market practices.
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1. Parties: Identification of the company and the director, including their full legal names and addresses
2. Background: Context of the appointment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Confirmation of director role and duration of appointment
5. Duties and Responsibilities: Overview of director's duties under UAE law and company requirements
6. Fee Structure: Basic remuneration amount and payment frequency
7. Payment Terms: Details of payment method, timing, and currency
8. Expenses: Policy on reimbursement of reasonable expenses
9. Tax Obligations: Treatment of taxes and responsibilities for payment
10. Confidentiality: Obligations regarding company information
11. Termination: Circumstances and process for ending the agreement
12. Governing Law and Jurisdiction: Confirmation of UAE law application and dispute resolution
13. General Provisions: Standard boilerplate clauses including amendments, notices, and entire agreement
1. Committee Fees: Additional fees for serving on board committees - include when director serves on committees
2. Equity Compensation: Details of any share-based compensation - include if equity components are part of remuneration
3. Performance Bonuses: Variable compensation based on performance metrics - include if performance-based pay applies
4. Insurance and Indemnification: Details of D&O insurance and indemnification - include for listed companies or high-risk sectors
5. Non-Competition: Restrictions on competing activities - include for executive directors
6. UAE Residency Requirements: Obligations regarding UAE residency - include for resident directors
7. Multiple Directorships: Rules regarding other directorships - include if director serves on multiple boards
8. Electronic Meetings: Provisions for virtual board participation - include for international directors
1. Schedule 1 - Fee Structure: Detailed breakdown of all compensation components
2. Schedule 2 - Expense Policy: Detailed guidelines on claimable expenses and claiming procedure
3. Schedule 3 - Board and Committee Meeting Schedule: Expected time commitment and meeting frequency
4. Schedule 4 - Performance Metrics: Detailed KPIs for variable compensation if applicable
5. Schedule 5 - Company Policies: Relevant corporate governance and compliance policies
6. Appendix A - Declaration of Interests: Template for declaring conflicts of interest
7. Appendix B - Tax Residency Declaration: Required tax documentation for UAE purposes
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