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Independent Director Agreement

Independent Director Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Independent Director Agreement

I need an Independent Director Agreement for a UAE-listed technology company, compliant with SCA regulations, for a three-year term starting March 1, 2025, with specific provisions for serving on both audit and remuneration committees.

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Document background
The Independent Director Agreement is a crucial document used when appointing independent board members to UAE companies, particularly those seeking to enhance their corporate governance framework. This agreement is essential for companies operating under UAE jurisdiction, whether they are mainland companies governed by Federal Law No. 32 of 2021 or entities in free zones such as DIFC or ADGM. The document comprehensively addresses the appointment terms, independence criteria as defined by UAE regulations, duties and responsibilities, remuneration structure, and compliance requirements. It's particularly important for listed companies and regulated industries where independent director appointments are mandatory and subject to strict regulatory oversight.
Suggested Sections

1. Parties: Identification of the Company and the Independent Director

2. Background: Context of the appointment and confirmation of director's independent status

3. Definitions: Key terms used in the agreement, including regulatory references

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

5. Independence Criteria: Specific criteria and confirmations of independence as per UAE regulations

6. Duties and Responsibilities: Detailed outline of director's duties under UAE law and company requirements

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

8. Remuneration: Compensation structure, including fees and allowances

9. Confidentiality: Obligations regarding company information and trade secrets

10. Compliance and Governance: Adherence to corporate governance rules and regulatory requirements

11. Termination: Conditions and procedures for ending the appointment

12. Governing Law and Jurisdiction: Application of UAE law and dispute resolution mechanisms

Optional Sections

1. Committee Appointments: Used when the director will serve on specific board committees

2. Stock Options/Share-Based Compensation: Include for listed companies offering equity-based compensation

3. Insurance and Indemnification: Detailed provisions for D&O insurance and indemnification

4. Regulatory Reporting: Special requirements for listed companies or regulated industries

5. Conflict Resolution: Specific procedures for handling conflicts of interest

6. Technology and Resources: Provisions regarding company resources and technology access

Suggested Schedules

1. Schedule 1 - Independence Criteria Checklist: Detailed checklist of independence requirements under UAE law

2. Schedule 2 - Remuneration Structure: Detailed breakdown of fees, allowances, and payment terms

3. Schedule 3 - Board and Committee Meeting Schedule: Annual calendar of regular board and committee meetings

4. Schedule 4 - Code of Conduct: Company's code of conduct and ethics policies

5. Schedule 5 - Confidentiality Agreement: Detailed confidentiality terms and requirements

6. Appendix A - Company Policies: Key corporate policies applicable to independent directors

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Real Estate

Healthcare

Technology

Telecommunications

Energy

Manufacturing

Retail

Hospitality

Transportation and Logistics

Professional Services

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Human Resources

Compliance

Executive Management

Corporate Affairs

Risk Management

Relevant Roles

Board Chairman

Company Secretary

Corporate Governance Officer

Legal Director

Chief Legal Officer

Chief Executive Officer

Compliance Officer

HR Director

Independent Director

Board Member

Chief Financial Officer

Corporate Secretary

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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