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Non Executive Director Agreement

Non Executive Director Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for a Saudi Arabian fintech company that's regulated by both CMA and SAMA, with specific provisions for cybersecurity oversight responsibilities and quarterly committee meetings."

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Document background
The Non Executive Director Agreement is a crucial document used when appointing independent board members to Saudi Arabian companies. It serves as the primary contractual framework defining the relationship between the company and its non-executive directors, ensuring compliance with Saudi Companies Law, Corporate Governance Regulations, and other relevant legislation. This document is particularly important in the context of Saudi Arabia's emphasis on strengthening corporate governance and board independence, especially following the 2015 Companies Law reforms. The agreement covers essential aspects such as appointment terms, duties, remuneration, and regulatory compliance, while accommodating specific requirements for different sectors, particularly those under additional regulatory oversight such as financial services. It's designed to protect both the company's interests and the director's rights while promoting transparency and good governance practices in line with Saudi Arabia's Vision 2030 corporate governance objectives.
Suggested Sections

1. Parties: Identification of the Company and the Non-Executive Director

2. Background: Context of the appointment and brief description of the Company

3. Definitions: Key terms used throughout the agreement

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

5. Duties and Responsibilities: Core duties as per Saudi Companies Law and Corporate Governance Regulations

6. Time Commitment: Expected time dedication for board and committee meetings

7. Board Committees: Participation in board committees and related responsibilities

8. Remuneration: Fees, allowances, and expense reimbursement structure

9. Independence Requirements: Criteria and obligations to maintain independence as per Saudi regulations

10. Confidentiality: Obligations regarding company information and trade secrets

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

12. Compliance with Laws: Obligation to comply with Saudi laws and corporate governance requirements

13. Termination: Circumstances and procedures for ending the appointment

14. Governing Law: Specification of Saudi law as governing law

Optional Sections

1. Share Dealing: Required for listed companies, covering restrictions on share trading and insider dealing

2. Additional Regulatory Compliance: For companies in regulated sectors (e.g., financial services) requiring SAMA compliance

3. International Travel: For companies with international operations requiring director travel

4. Insurance and Indemnity: Detailed provisions for director insurance and company indemnification

5. Technology and Systems Access: For companies providing specific technology access to board members

6. Multiple Directorships: Restrictions and requirements if director serves on other boards

7. Media and Public Relations: Guidelines for public statements and media interactions

Suggested Schedules

1. Schedule 1 - Board Charter: Detailed board governance framework and procedures

2. Schedule 2 - Code of Conduct: Company's code of conduct and ethical guidelines

3. Schedule 3 - Committee Terms of Reference: Terms of reference for relevant board committees

4. Schedule 4 - Remuneration Structure: Detailed breakdown of fees, allowances, and benefits

5. Schedule 5 - Declaration of Interests: Template for declaring interests and potential conflicts

6. Schedule 6 - Confidentiality Agreement: Detailed confidentiality terms and requirements

7. Appendix A - Company Policies: Key corporate policies applicable to board members

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 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

Real Estate

Technology

Telecommunications

Healthcare

Energy

Retail

Mining

Construction

Education

Transportation

Professional Services

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Corporate Affairs

Human Resources

Risk Management

Internal Audit

Executive Office

Relevant Roles

Board Chairman

Non-Executive Director

Independent Director

Board Secretary

Corporate Governance Officer

Chief Executive Officer

Chief Legal Officer

General Counsel

Compliance Officer

Company Secretary

Head of Legal

Corporate Affairs Director

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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