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Nominee Director Indemnity Agreement
"I need a Nominee Director Indemnity Agreement for our Malaysian subsidiary where we're appointing a professional nominee director to represent our Japanese parent company's interests, with comprehensive protection against regulatory compliance risks and cross-border liabilities."
1. Parties: Identification of the principal party (company/shareholders) and the nominee director
2. Background: Context of the appointment, relationship between parties, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Losses', 'Claims', and 'Duties'
4. Appointment: Terms of the nominee director appointment, including duration and role specifications
5. Duties and Responsibilities: Outline of the nominee director's duties, aligned with Companies Act requirements
6. Indemnification Scope: Detailed coverage of what actions, losses, and liabilities are covered by the indemnity
7. Exclusions from Indemnity: Specific circumstances where indemnification will not apply (e.g., willful misconduct, fraud)
8. Claim Procedures: Process for making indemnification claims and required notifications
9. Insurance: Requirements for Directors and Officers insurance coverage
10. Confidentiality: Obligations regarding confidential information handling
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Additional Appointor Obligations: Used when the appointing party has specific additional obligations beyond indemnification
2. Special Corporate Governance Requirements: Include when the nominee director serves on boards of regulated entities or listed companies
3. Cross-border Provisions: Required when the nominee director may have duties affecting multiple jurisdictions
4. Tax Indemnity: Include when tax liabilities need specific addressing due to the nature of the appointment
5. Alternate Director Provisions: Used when arrangements for alternate directors need to be included
6. Corporate Group Provisions: Include when the nominee director serves on multiple boards within a corporate group
1. Schedule 1: Details of Appointment: Specific details of the directorship including company information, board position, and term
2. Schedule 2: Remuneration and Benefits: Details of any fees, allowances, or benefits payable to the nominee director
3. Schedule 3: Insurance Specifications: Details of required insurance coverage, including minimum coverage amounts and types
4. Schedule 4: Claim Procedures and Forms: Detailed procedures and standard forms for making indemnification claims
5. Appendix A: Board Resolution: Copy of board resolution approving the nominee director appointment and indemnity
6. Appendix B: Powers of Attorney: If applicable, any powers of attorney granted to or by the nominee director
Authors
Financial Services
Banking
Investment Holdings
Real Estate
Manufacturing
International Trade
Professional Services
Technology
Family Offices
Offshore Holdings
Private Equity
Venture Capital
Legal
Corporate Secretarial
Board of Directors
Corporate Governance
Risk Management
Compliance
Corporate Affairs
Executive Management
Director
Nominee Director
Company Secretary
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Governance Officer
Board Chairman
Non-Executive Director
Independent Director
Risk Management Officer
Compliance Officer
Corporate Affairs Manager
Legal Counsel
Company Director
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