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Nominee Director Agreement
"I need a Nominee Director Agreement for our Japanese parent company to appoint a local nominee director for our Philippine technology subsidiary, ensuring compliance with foreign ownership restrictions and including specific provisions for quarterly reporting to Tokyo headquarters, with the agreement to commence from March 1, 2025."
1. Parties: Identification of the nominator (appointing party) and the nominee director, including complete legal names and addresses
2. Background: Context of the appointment, relationship between parties, and purpose of the nominee arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and conditions for renewal or termination
5. Duties and Responsibilities: Detailed description of the nominee director's duties, including corporate governance requirements and compliance with Philippine laws
6. Instructions and Decision Making: Process for receiving and acting on instructions from the nominator
7. Remuneration: Details of fees, compensation, and reimbursement of expenses
8. Indemnification: Provisions for indemnifying the nominee director against claims and liabilities
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Compliance with Laws: Specific provisions ensuring compliance with Philippine laws, including the Anti-Dummy Law and corporate regulations
11. Termination: Grounds and procedures for terminating the agreement
12. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Power of Attorney: Optional section granting specific powers to the nominee director, used when additional authority is required
2. Insurance: Requirements for directors' and officers' liability insurance, included when specific insurance coverage is needed
3. Non-Competition: Restrictions on the nominee director's other activities, included when exclusivity is required
4. Successor Nomination: Procedures for nominating a replacement director, included when continuity planning is important
5. Corporate Group Provisions: Additional provisions for nominee directors serving multiple related companies, used in corporate group structures
6. Foreign Investment Provisions: Special provisions related to foreign ownership restrictions, included when foreign investors are involved
1. Schedule 1 - Company Details: Details of the company(ies) where the nominee director will serve, including registration numbers and addresses
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment terms, and expense reimbursement policies
3. Schedule 3 - Specific Duties and Responsibilities: Detailed list of specific duties and responsibilities of the nominee director
4. Schedule 4 - Reporting Requirements: Format and frequency of reports required from the nominee director
5. Appendix A - Compliance Checklist: Checklist of regulatory requirements and compliance obligations
6. Appendix B - Power of Attorney Form: Standard form of power of attorney, if required
7. Appendix C - Resignation Letter Template: Pre-agreed format for resignation letter when needed
Authors
Financial Services
Real Estate
Mining and Natural Resources
Telecommunications
Retail and Distribution
Manufacturing
Transportation and Logistics
Banking and Insurance
Professional Services
Technology and Software
Construction and Infrastructure
Energy and Utilities
Legal
Corporate Secretariat
Compliance
Corporate Governance
Risk Management
Board Administration
Regulatory Affairs
Corporate Services
Executive Office
Corporate Director
Company Secretary
Legal Counsel
Compliance Officer
Corporate Governance Officer
Board Member
Managing Director
Chief Executive Officer
Chief Legal Officer
Risk Management Officer
Foreign Investment Officer
Corporate Services Manager
Board Secretary
Regulatory Affairs Director
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