________
________
RC No: ________
________
________
________
Dear Sir/Madam,
Re: Appointment as Director of ________
We are pleased to inform you that, following the approval of the board of directors, you have been appointed as the Chairman of the board of directors of ________ (the "Company"), effective immediately.
This appointment is in recognition of your skills, experience, and the valuable contributions we believe you will make to the success and growth of the Company.
1. Term of Office
Your appointment shall be for an initial term of ________ except terminated under the terms of the Company's Articles of Association. Your appointment is effective immediately.
2. Role of Director
Please note that your duties as a director may vary depending on the specific responsibilities delegated to them by the board of directors. Your general duties and obligations to the Company include as follows:
(I). Acting faithfully, efficiently, and in the best interest of the Company and its shareholders and other stakeholders of the Company;
(II). Exercising care, skill, and diligence in decision-making and performing your duties as a director;
(III). Participating in the development and execution of the Company's strategic plan;
(IV). Contributing to the formulation of Company policies and procedures;
(V). Attending at least the following number of board meetings of the Company:
________
(VI). Ensuring compliance with laws and regulations;
(VII). Monitoring financial performance and risk management;
(VIII). Participating in board meetings and discussions;
(IX). Identifying and mitigating business risks;
(X). Ensuring the Company has appropriate risk management policies in place;
(XI). Building and maintaining positive relationships with shareholders, employees, customers, and other stakeholders;
(XII). Exercising your powers within the bounds of the law and in accordance with the provisions of the Company's Articles; and
(XIII). Exercising your duties and obligations in good faith and for the best interest of the Company.
3. Board Meetings Schedule and Venue, and Time Dedication
Board meetings are typically convened as needed, with the usual venue being the Company's registered office. Each meeting typically spans half a day.
Beyond the regular board gatherings, it is essential to allocate time for preparatory tasks and travel, ensuring you can fulfill the required overall time commitment.
4. Remuneration
The board establishes the remuneration for its non-executive members, adhering to any constraints set by shareholders. The Company will promptly reimburse you for all documented direct and indirect expenses, including phone calls, accommodation, and travel expenses, that are reasonably and appropriately incurred.
5. Evaluation Process
The Company shall perform an evaluation of both the performance of the board and individual directors. Should any concerns arise about your role in the interim, it is advisable to promptly engage in discussion with the Chairman of the board.
6. Disclosure of Interest
You must perform all tasks and obligations diligently and in accordance with the highest standard of professionalism required for the specific task. Therefore, you shall refrain from engaging or participating in any activity, transaction, or business that conflicts with the interests or objectives of the Company. In cases of potential conflict, the director undertakes to disclose or report any financial or other personal interests that may conflict with the interest of the Company.
7. 88528225 555525285822
885282258 552 55225 22 2288288 855528 82 252 8222522. 52 252 58858882822 25 58822882822 22 855528, 585282258 552 25228225 22 555252 82588282 22 252 8222522'8 85288828 22 88828852822 525 822282 8825 588 5228885882 82288852882 525 5225852252 2528255528.
8. Outside Engagements, Including Multiple Directorships
It is acknowledged that you may have business interests beyond those of the Company. Under the provisions of the Companies and Allied Matters Act, 2020, you are required to disclose any concerns or interests in any other company, bodies corporate (including shareholding interest), firm, or other associations. The interests register is presented at each director's meeting. It is essential to keep the Company informed of any changes to your interests for maintaining an updated interest register.
While serving as a director, a director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with your office as director for such period and on such terms as the directors may determine, provided such appointments do not conflict with the Company's business and do not significantly inhibit your performance as a director. In such cases, you must disclose your interest in any other company.
9. Termination of Appointment
Notwithstanding any provision contained in this letter, your appointment shall be terminated if you:
(I). fail to have the required shares in the Company;
(II). become bankrupt or make any arrangement or composition with your creditors generally; or
(III). become of unsound mind;
(IV). resign office by notice in writing to the Company;
(V). fail to attend the necessary minimum number of board meetings, as outlined in point 2 above, without a valid reason or cause;
(VI). become prohibited from being a director because of any other provision made under the Act;
(VII). have for a long period been absent from meetings without any good cause and/or without obtaining permission from the other directors.
10. 822-8222222 2528888228
825 525252522 2552 555822 252 225825 22 8258882 25 882582 222 2255 5222 22528252822 22 2588 52228222222:
(5). 222 22 8288882 85882288 2522 522 858222258 25 822252828 22 252 8222522 852 552 8555222 25 25288258 822252828 22 252 8222522.
(55). 222 22 822 52 5 2852 25 8222522 (282525 828282 25 2282282) 8525882 22 22252822 82 252 252888822 22 82588828 525 82588828 2222525 82 252 8222522.
11. Confidentiality Obligations
You acknowledge that in connection with your role as company director, you may have access to confidential information and materials, in which case, you agree to maintain the confidentiality of any materials, documents, or other information relating to the Company's business operations, and methods. You hereby undertake to do the following:
(I). to keep the confidential information secret at all times;
(II). not to disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior consent of the Company;
(III). to take proper and reasonable measures to ensure the confidentiality of the confidential information.
You agree to use all confidential information solely for the purpose for which the information was provided. Except as provided herein, no Party shall at any time, during or after the termination of this Agreement do as follows:
(I). use the confidential information except as expressly authorized by the other Party in writing;
(II). disclose, or permit the disclosure of the confidential information except to such authorized persons as are necessary to receive or evaluate the confidential information;
(III). transfer or part with possession of the whole or any part of the confidential information.
12. Indemnity
Every director, managing director, auditor, secretary and other officer for the time being shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgment is given in your favour or which he is acquainted or in which relief is granted him by the court.
13. Acceptance
If the above terms and conditions are acceptable to you, kindly indicate by executing this letter. Your appointment shall also be governed by the terms and conditions of the formal contract and other policies that may apply to directors of the Company. Furthermore, upon your acceptance, you shall be required to execute a director consent letter and service contract.
Yours faithfully,
______________________
________
director/Secretary
________
I, ________, hereby accept the employment and agree to all the terms and conditions of my appointment.
_____________________
________
________
________
RC No: ________
________
________
________
Dear Sir/Madam,
Re: Appointment as Director of ________
We are pleased to inform you that, following the approval of the board of directors, you have been appointed as the Chairman of the board of directors of ________ (the "Company"), effective immediately.
This appointment is in recognition of your skills, experience, and the valuable contributions we believe you will make to the success and growth of the Company.
1. Term of Office
Your appointment shall be for an initial term of ________ except terminated under the terms of the Company's Articles of Association. Your appointment is effective immediately.
2. Role of Director
Please note that your duties as a director may vary depending on the specific responsibilities delegated to them by the board of directors. Your general duties and obligations to the Company include as follows:
(I). Acting faithfully, efficiently, and in the best interest of the Company and its shareholders and other stakeholders of the Company;
(II). Exercising care, skill, and diligence in decision-making and performing your duties as a director;
(III). Participating in the development and execution of the Company's strategic plan;
(IV). Contributing to the formulation of Company policies and procedures;
(V). Attending at least the following number of board meetings of the Company:
________
(VI). Ensuring compliance with laws and regulations;
(VII). Monitoring financial performance and risk management;
(VIII). Participating in board meetings and discussions;
(IX). Identifying and mitigating business risks;
(X). Ensuring the Company has appropriate risk management policies in place;
(XI). Building and maintaining positive relationships with shareholders, employees, customers, and other stakeholders;
(XII). Exercising your powers within the bounds of the law and in accordance with the provisions of the Company's Articles; and
(XIII). Exercising your duties and obligations in good faith and for the best interest of the Company.
3. Board Meetings Schedule and Venue, and Time Dedication
Board meetings are typically convened as needed, with the usual venue being the Company's registered office. Each meeting typically spans half a day.
Beyond the regular board gatherings, it is essential to allocate time for preparatory tasks and travel, ensuring you can fulfill the required overall time commitment.
4. Remuneration
The board establishes the remuneration for its non-executive members, adhering to any constraints set by shareholders. The Company will promptly reimburse you for all documented direct and indirect expenses, including phone calls, accommodation, and travel expenses, that are reasonably and appropriately incurred.
5. Evaluation Process
The Company shall perform an evaluation of both the performance of the board and individual directors. Should any concerns arise about your role in the interim, it is advisable to promptly engage in discussion with the Chairman of the board.
6. Disclosure of Interest
You must perform all tasks and obligations diligently and in accordance with the highest standard of professionalism required for the specific task. Therefore, you shall refrain from engaging or participating in any activity, transaction, or business that conflicts with the interests or objectives of the Company. In cases of potential conflict, the director undertakes to disclose or report any financial or other personal interests that may conflict with the interest of the Company.
7. 88528225 555525285822
885282258 552 55225 22 2288288 855528 82 252 8222522. 52 252 58858882822 25 58822882822 22 855528, 585282258 552 25228225 22 555252 82588282 22 252 8222522'8 85288828 22 88828852822 525 822282 8825 588 5228885882 82288852882 525 5225852252 2528255528.
8. Outside Engagements, Including Multiple Directorships
It is acknowledged that you may have business interests beyond those of the Company. Under the provisions of the Companies and Allied Matters Act, 2020, you are required to disclose any concerns or interests in any other company, bodies corporate (including shareholding interest), firm, or other associations. The interests register is presented at each director's meeting. It is essential to keep the Company informed of any changes to your interests for maintaining an updated interest register.
While serving as a director, a director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with your office as director for such period and on such terms as the directors may determine, provided such appointments do not conflict with the Company's business and do not significantly inhibit your performance as a director. In such cases, you must disclose your interest in any other company.
9. Termination of Appointment
Notwithstanding any provision contained in this letter, your appointment shall be terminated if you:
(I). fail to have the required shares in the Company;
(II). become bankrupt or make any arrangement or composition with your creditors generally; or
(III). become of unsound mind;
(IV). resign office by notice in writing to the Company;
(V). fail to attend the necessary minimum number of board meetings, as outlined in point 2 above, without a valid reason or cause;
(VI). become prohibited from being a director because of any other provision made under the Act;
(VII). have for a long period been absent from meetings without any good cause and/or without obtaining permission from the other directors.
10. 822-8222222 2528888228
825 525252522 2552 555822 252 225825 22 8258882 25 882582 222 2255 5222 22528252822 22 2588 52228222222:
(5). 222 22 8288882 85882288 2522 522 858222258 25 822252828 22 252 8222522 852 552 8555222 25 25288258 822252828 22 252 8222522.
(55). 222 22 822 52 5 2852 25 8222522 (282525 828282 25 2282282) 8525882 22 22252822 82 252 252888822 22 82588828 525 82588828 2222525 82 252 8222522.
11. Confidentiality Obligations
You acknowledge that in connection with your role as company director, you may have access to confidential information and materials, in which case, you agree to maintain the confidentiality of any materials, documents, or other information relating to the Company's business operations, and methods. You hereby undertake to do the following:
(I). to keep the confidential information secret at all times;
(II). not to disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior consent of the Company;
(III). to take proper and reasonable measures to ensure the confidentiality of the confidential information.
You agree to use all confidential information solely for the purpose for which the information was provided. Except as provided herein, no Party shall at any time, during or after the termination of this Agreement do as follows:
(I). use the confidential information except as expressly authorized by the other Party in writing;
(II). disclose, or permit the disclosure of the confidential information except to such authorized persons as are necessary to receive or evaluate the confidential information;
(III). transfer or part with possession of the whole or any part of the confidential information.
12. Indemnity
Every director, managing director, auditor, secretary and other officer for the time being shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgment is given in your favour or which he is acquainted or in which relief is granted him by the court.
13. Acceptance
If the above terms and conditions are acceptable to you, kindly indicate by executing this letter. Your appointment shall also be governed by the terms and conditions of the formal contract and other policies that may apply to directors of the Company. Furthermore, upon your acceptance, you shall be required to execute a director consent letter and service contract.
Yours faithfully,
______________________
________
director/Secretary
________
I, ________, hereby accept the employment and agree to all the terms and conditions of my appointment.
_____________________
________
Answer the question, then click on "Next".
The document is written according to your responses - clauses are added or removed, paragraphs are customised, words are changed, etc.
At the end, you will immediately receive the document in Word and PDF formats. You can then open the Word document to modify it and reuse it however you wish.
