Director Appointment Letter - Template, Sample Form Pro · NG-law

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RC No: ________

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Dear Sir/Madam,

RE: APPOINTMENT AS DIRECTOR OF ________

We are pleased to inform you that, following a resolution of the Board of Directors passed on ________, you have been appointed as a Director of ________ (the "Company"), to serve in the capacity of ________, with effect from ________.

This appointment is made in accordance with the Companies and Allied Matters Act, 2020 (the "Act") and the Articles of Association of the Company, and in recognition of your skills, experience and the valuable contributions we believe you will make to the success and growth of the Company.

This letter sets out the principal terms upon which your appointment is offered, and is to be read together with the Act, the Memorandum and Articles of Association of the Company, and the applicable corporate governance codes including the Nigerian Code of Corporate Governance 2018 (where applicable).

§1. Term of Office

1.1. Your appointment shall be for an initial term of ________ commencing on the effective date, unless terminated earlier in accordance with the Act, the Articles of Association of the Company, or the terms of this letter.

1.2. Your continuance in office shall be subject to retirement by rotation and re-election by the members in general meeting, where so provided under the Articles of Association of the Company and the Act.

1.3. Your appointment shall be presented to the members of the Company for ratification at the next Annual General Meeting in accordance with section 274 of the Act, and shall be subject to filing of the prescribed notice of change of directors with the Corporate Affairs Commission pursuant to section 319 of the Act.

§2. Role and Duties of a Director

2.1. Your duties as a Director may vary depending on the specific responsibilities delegated to you by the Board of Directors. In the discharge of your office, you shall at all times comply with the statutory and fiduciary duties imposed upon directors under sections 305 to 308 of the Act, including the following general duties and obligations to the Company:

(I). acting in what you believe to be the best interest of the Company so as to preserve its assets, further its business, and promote the purposes for which it was formed, and in such manner as a faithful, diligent, careful and ordinarily skilful director would act in the circumstances;

(II). exercising the degree of care, skill and diligence which a reasonably prudent director would exercise in comparable circumstances;

(III). acting at all times in good faith and for the benefit of the Company as a whole, and having regard to the interests of the Company's employees and members;

(IV). participating in the development and execution of the Company's strategic plan and the formulation of Company policies and procedures;

(V). attending and contributing to at least the following number of board meetings of the Company in each financial year:

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(VI). ensuring compliance by the Company with all applicable laws, regulations and statutory filing obligations;

(VII). monitoring the financial performance and risk management of the Company;

(VIII). identifying and mitigating business risks and ensuring that the Company maintains appropriate risk management policies;

(IX). not making secret profit or achieving other unnecessary benefit, and not permitting your duties and personal interests to conflict;

(X). building and maintaining positive relationships with members, employees, customers and other stakeholders;

(XI). exercising your powers only for the purposes for which they are conferred, within the bounds of the law and in accordance with the Articles of Association of the Company; and

(XII). exercising your duties and obligations honestly, in good faith and in the best interest of the Company.

2.2. You shall not, except as permitted by the Act and the Articles of Association of the Company, delegate your powers to any other person.

§3. Board Meetings, Venue and Time Commitment

3.1. Board meetings are convened as required, with the usual venue being the registered office of the Company at ________ or such other location as the Board may determine. Each meeting typically spans half a day.

3.2. Beyond the regular board meetings, you shall allocate sufficient time for preparatory tasks, committee meetings and travel, so as to fulfil the time commitment reasonably required of you, being not less than ________.

§4. Remuneration and Expenses

4.1. The remuneration payable to you shall be ________, determined by the Board within any limits fixed by the members in general meeting, in accordance with section 293 of the Act.

4.2. The Company shall promptly reimburse you for all properly documented direct and indirect expenses (including communication, accommodation and travel expenses) reasonably and necessarily incurred in the performance of your duties.

4.3. All payments under this letter shall be subject to applicable deductions and withholding taxes under the Personal Income Tax Act and other applicable tax legislation.

§5. Evaluation Process

5.1. The Company shall, from time to time, carry out an evaluation of the performance of the Board, its committees and individual directors. Should any concerns arise about your role in the interim, you should promptly discuss them with the Chairman of the Board.

§6. Disclosure of Interest and Conflict of Interest

6.1. You shall perform all your duties diligently and to the highest standard of professionalism, and shall refrain from engaging in any activity, transaction or business that conflicts with the interests or objectives of the Company.

6.2. In accordance with sections 303 and 304 of the Act, you shall declare to the Board the nature and extent of any direct or indirect interest, whether financial or otherwise, in any transaction, contract or arrangement with the Company, and shall not vote on any matter in which you are so interested except as permitted by the Act.

§7. Independent Professional Advice

7.1. There may be occasions when you consider it necessary, in furtherance of your duties as a director, to obtain independent professional or legal advice at the Company's expense. The Company shall reimburse the reasonable cost of obtaining such advice, provided that you have first obtained the prior approval of the Chairman of the Board.

7.2. You shall have access to the advice and services of the Company Secretary, whose responsibility it is to ensure that board procedures and applicable rules and regulations are complied with.

§8. Outside Engagements and Multiple Directorships

8.1. It is acknowledged that you may have business interests beyond those of the Company. Pursuant to the Act, you are required to disclose any interest in any other company, body corporate (including any shareholding interest), firm or other association, and such interests shall be entered in the register of directors' interests maintained by the Company.

8.2. You shall keep the Company informed of any changes to your interests so that an updated register may be maintained, and such register shall be available at each meeting of directors.

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§9. Vacation and Termination of Office

9.1. Notwithstanding any other provision of this letter, your office shall be vacated and your appointment terminated, in accordance with sections 281 and 288 of the Act and the Articles of Association, if you:

(I). cease to hold the share qualification (if any) required of a director under the Articles of Association;

(II). become bankrupt or make any arrangement or composition with your creditors generally;

(III). become of unsound mind;

(IV). resign your office by notice in writing to the Company;

(V). fail to attend the required minimum number of board meetings set out in §2 above without valid reason or cause;

(VI). become disqualified or prohibited from acting as a director under any provision of the Act, including sections 283 and 284 thereof;

(VII). are absent from board meetings for a continuous period without good cause and without the permission of the other directors;

(VIII). are removed from office by an ordinary resolution of the members in general meeting in accordance with section 288 of the Act.

§10. Resignation

10.1. You may resign your appointment as a director of the Company at any time by giving written notice to the Company. Such resignation shall take effect from the date stated in the notice or, where no date is stated, from the date on which the notice is received by the Company.

10.2. Upon the termination of your appointment, howsoever arising, you shall promptly return to the Company all property, documents, records and confidential information belonging to the Company that are in your possession or under your control.

10.3. The termination of your appointment shall not affect any rights or obligations which have accrued to either party prior to the date of termination, nor shall it affect any provisions of this letter which are expressly or by implication intended to continue in force after termination.

§11. Confidentiality Obligations

11.1. You acknowledge that, in connection with your role as a director, you may have access to confidential information and materials, and you agree to maintain the confidentiality of all materials, documents and other information relating to the Company's business, operations and methods. You undertake to:

(I). keep the confidential information secret at all times;

(II). not disclose the confidential information, in whole or in part, to any third party without the prior written consent of the Company;

(III). take all proper and reasonable measures to ensure the security and confidentiality of the confidential information.

11.2. You agree to use all confidential information solely for the purpose for which it was provided, and not to use, disclose, transfer or part with possession of any part of the confidential information except as expressly authorised by the Company in writing or as required by law.

11.3. Where you process any personal data in the course of your duties, you shall comply with the Nigeria Data Protection Act, 2023 and all applicable data protection regulations. The obligations under this clause shall survive the termination of your appointment.

§12. Indemnity

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§13. Governing Law and Dispute Resolution

13.1. This letter and your appointment shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

13.2. Any dispute arising out of or in connection with this letter shall, in the first instance, be resolved amicably between the parties; failing which, the dispute shall be referred to arbitration in accordance with the Arbitration and Mediation Act, 2023, with the seat of arbitration at ________, or otherwise submitted to the exclusive jurisdiction of the courts of ________.

§14. Acceptance

14.1. If the above terms and conditions are acceptable to you, kindly indicate your acceptance by executing this letter in the space provided below. Your appointment shall also be governed by the terms and conditions of any formal service contract and other policies applicable to directors of the Company.

14.2. Upon your acceptance, you shall be required to execute a Director's Consent Letter in the prescribed form for filing with the Corporate Affairs Commission, together with a service contract.

Yours faithfully,

______________________
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Director/Company Secretary
For and on behalf of ________

ACCEPTANCE

I, ________, hereby accept the appointment as a Director of the Company and agree to all the terms and conditions of my appointment as set out in this letter.

_____________________
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Date: ________

WITNESS
Name: ________
Address: ________
Occupation: ________
Signature: _____________________