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Nominee Director Indemnity Agreement Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
The Nominee Director Indemnity Agreement is a crucial document used in Malaysian corporate governance structures where individuals are appointed to act as nominee directors on behalf of companies, shareholders, or corporate groups. This agreement becomes necessary when companies need to appoint nominee directors for various purposes, including corporate restructuring, international business operations, or compliance with local directorship requirements. The document complies with Malaysian legislation, particularly the Companies Act 2016 and relevant financial services regulations, providing comprehensive protection for nominee directors while ensuring their duties align with corporate governance requirements. It includes detailed provisions for indemnification, insurance coverage, claim procedures, and specific exclusions, making it essential for businesses operating in Malaysia that utilize nominee director arrangements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































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Relevant Industries

Financial Services

Banking

Investment Holdings

Real Estate

Manufacturing

International Trade

Professional Services

Technology

Family Offices

Offshore Holdings

Private Equity

Venture Capital

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Corporate Governance

Risk Management

Compliance

Corporate Affairs

Executive Management

Relevant Roles

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

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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