The Nominee Director Agreement is a crucial document in Australian corporate governance, typically used when a company or individual requires formal representation on a company's board while maintaining specific reporting and accountability structures. This agreement is essential in various scenarios, including foreign company subsidiaries, investment vehicles, or trust arrangements, where the nominee director acts in a professional capacity on behalf of an appointing party. The document must comply with Australian corporate law, particularly the Corporations Act 2001, and includes comprehensive provisions for director duties, indemnification, compliance requirements, and termination procedures. It's particularly important in ensuring clear delineation of responsibilities and protections for all parties involved, while maintaining compliance with regulatory requirements and corporate governance standards.
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1. Parties: Identifies the appointing party (typically the beneficial owner or company) and the nominee director
2. Background: Explains the context of the appointment and the company's structure
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details of the appointment as nominee director and duration
5. Duties and Obligations: Comprehensive outline of the nominee director's responsibilities and duties under law
6. Powers and Authority: Scope of the nominee director's decision-making authority and limitations
7. Compliance Requirements: Obligations to comply with relevant laws, regulations, and company constitution
8. Remuneration: Details of fees, expenses, and payment terms for the nominee director services
9. Indemnification: Protection and indemnification provisions for the nominee director
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Termination: Circumstances and procedures for ending the nominee directorship
12. General Provisions: Standard clauses including governing law, notices, and dispute resolution
1. International Compliance: Additional provisions for cross-border appointments and international compliance requirements
2. Voting Arrangements: Specific procedures for voting and decision-making where the nominee must consult with the appointing party
3. Insurance Requirements: Specific insurance obligations and coverage requirements for the nominee director
4. Alternate Director Provisions: Procedures for appointing an alternate director when needed
5. Conflict Resolution Procedures: Detailed procedures for handling conflicts between the nominee's duties and appointing party's interests
6. Anti-Money Laundering Compliance: Specific provisions for AML/CTF compliance when dealing with international parties or high-risk sectors
7. Related Party Transactions: Procedures for handling related party transactions and conflicts of interest
1. Company Details: Complete information about the company including registration details, business address, and corporate structure
2. Remuneration Schedule: Detailed breakdown of fees, allowances, and expense reimbursement terms
3. Powers of Attorney: Any specific powers of attorney granted to the nominee director
4. Reporting Requirements: Ƶ and procedures for regular reporting to the appointing party
5. Company Policies: Relevant internal policies and procedures the nominee director must follow
6. Deed of Indemnity: Detailed indemnification terms and conditions
7. Consent to Act: Formal consent to act as director and required ASIC forms
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