The Director's Service Contract is a fundamental document required when appointing directors to a company's board in Nigeria. It serves as the primary agreement governing the relationship between the company and its directors, whether executive or non-executive. This document is essential for compliance with the Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Code of Corporate Governance 2018. It typically includes detailed provisions on appointment terms, duties, remuneration, benefits, performance expectations, and termination procedures. The contract is particularly important for establishing clear lines of authority, accountability, and protecting both the company's and director's interests while ensuring adherence to regulatory requirements.
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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 corporate history
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Appointment and Term: Details of the director's role, position, and duration of appointment
5. Duties and Responsibilities: Comprehensive outline of the director's duties, including statutory obligations under CAMA 2020
6. Time Commitment and Other Interests: Expected time dedication and rules regarding other business interests
7. Remuneration and Benefits: Salary, fees, bonuses, and other benefits including pension arrangements
8. Expenses: Policy on reimbursement of business expenses
9. Place of Work: Principal location and travel requirements
10. Confidentiality: Obligations regarding company confidential information
11. Intellectual Property: Assignment of IP rights created during directorship
12. Data Protection: Handling of personal data and compliance with privacy laws
13. Corporate Governance: Compliance with corporate governance requirements and board procedures
14. Termination: Circumstances and procedures for ending the appointment
15. Post-Termination Obligations: Continuing duties and restrictions after termination
16. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Share Options and Long-Term Incentives: For executive directors or when equity-based compensation is offered
2. International Travel: For companies with international operations requiring significant travel
3. Industry-Specific Compliance: For regulated industries such as financial services or telecommunications
4. Board Committee Responsibilities: When the director will serve on specific board committees
5. Performance Metrics: Detailed KPIs and performance evaluation criteria for executive directors
6. Security and Market Dealing: For listed companies, covering share dealing rules and insider trading
7. Subsidiary Board Appointments: When director will serve on boards of group companies
8. Relocation Provisions: If the role requires relocation or international assignments
1. Schedule 1: Remuneration Package: Detailed breakdown of salary, benefits, and bonus structures
2. Schedule 2: Job Description: Detailed outline of roles, responsibilities, and reporting lines
3. Schedule 3: Company Policies: List of key company policies the director must comply with
4. Schedule 4: Performance Criteria: Specific performance metrics and evaluation framework
5. Schedule 5: Share Option Terms: Details of any share option or equity participation schemes
6. Schedule 6: Expense Policy: Detailed policies regarding expense claims and reimbursement
7. Appendix A: Board Charter: Key governance documents and board operating procedures
8. Appendix B: Statutory Declarations: Required declarations under CAMA 2020 and other relevant laws
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