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Director Appointment Agreement

Director Appointment Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Director Appointment Agreement

"Need a Director Appointment Agreement for appointing Ms. Sarah Chen as an independent director to our listed Saudi telecommunications company, effective March 1, 2025, with specific provisions for her role on the audit committee and technology advisory board."

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Document background
The Director Appointment Agreement is a fundamental governance document used when appointing new members to a company's board of directors in Saudi Arabia. It serves as the primary contract between the company and the incoming director, establishing their rights, duties, and obligations in accordance with Saudi Companies Law and CMA regulations. This agreement is essential for both listed and private companies, providing a clear framework for director appointments and ensuring compliance with local legal requirements. The document typically includes detailed provisions on appointment terms, remuneration, confidentiality, conflicts of interest, and termination procedures, while also incorporating specific Saudi Arabian legal and regulatory requirements. It's particularly important given the increasing focus on corporate governance in the Kingdom and the need for transparent board operations.
Suggested Sections

1. Parties: Identification of the company and the appointed director

2. Background: Context of the appointment and brief company information

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Director's key duties under Saudi Companies Law and company requirements

6. Time Commitment: Expected time dedication to the role

7. Remuneration: Director's fees, benefits, and payment terms

8. Expenses: Policy on reimbursement of expenses

9. Confidentiality: Obligations regarding confidential information

10. Conflicts of Interest: Procedures for declaring and handling conflicts

11. Board Meetings and Reporting: Attendance requirements and reporting obligations

12. Compliance with Laws: Obligation to comply with Saudi laws and regulations

13. Termination: Circumstances and procedures for ending the appointment

14. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution

Optional Sections

1. Non-Competition: Restrictions on involvement in competing businesses - include for executive directors

2. Committee Memberships: Include if the director will serve on specific board committees

3. Share Qualification: Include if directors are required to hold shares in the company

4. Insurance and Indemnity: Details of D&O insurance and indemnification - include for listed companies

5. Additional Roles: Include if director has additional executive responsibilities

6. International Travel: Include if role requires significant international travel

7. Performance Evaluation: Include for listed companies or where formal evaluation processes exist

8. Training and Development: Include for new directors or where specific qualifications are required

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities

2. Schedule 2 - Remuneration Details: Detailed breakdown of compensation package

3. Schedule 3 - Company Policies: List of key company policies the director must comply with

4. Schedule 4 - Board Committee Terms of Reference: Terms of reference for relevant board committees

5. Appendix A - Declaration of Interests: Form for declaring existing interests and conflicts

6. Appendix B - Consent to Act: Formal consent to act as director under Saudi Companies Law

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
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Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Technology

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Mining

Construction

Transportation

Education

Relevant Teams

Legal

Corporate Governance

Board Affairs

Company Secretariat

Compliance

Human Resources

Executive Office

Risk Management

Corporate Affairs

Internal Audit

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Chairman

Vice Chairman

Company Secretary

General Counsel

Chief Executive Officer

Chief Financial Officer

Head of Legal

Head of Compliance

Corporate Governance Officer

Board Affairs Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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