The Nominee Director Contract is essential in modern corporate governance structures, particularly in German business contexts where professional directors are appointed to represent interests of beneficial owners or to fulfill statutory requirements. This document is typically used when companies require professional directorship services, whether for subsidiary management, corporate restructuring, or international business operations. The contract must comply with German corporate law, including the AktG and GmbHG, while addressing practical aspects of the nominee directorship arrangement. It includes comprehensive provisions covering appointment terms, duties, liabilities, indemnification, and compliance requirements, ensuring both parties understand their obligations and protections under German law.
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1. Parties: Identification of the appointing entity and the nominee director, including full legal names and addresses
2. Background: Context of the appointment, including details of the company for which nominee directorship is being provided
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Company', 'Board', and other relevant definitions
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 statutory obligations under German law
6. Authority and Limitations: Scope of the nominee director's authority and specific limitations on their powers
7. Remuneration: Compensation details, including fees, expenses, and payment terms
8. Indemnification: Provisions for indemnifying the nominee director against claims and liabilities
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Compliance: Requirements to comply with relevant laws, regulations, and corporate governance standards
11. Termination: Grounds and procedures for termination of the agreement
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Insurance: Requirements for directors' and officers' liability insurance, used when specific insurance arrangements are needed
2. Non-Competition: Restrictions on competing activities, included when the nominee director may have access to sensitive business information
3. Power of Attorney: Specific powers granted to the nominee director, included when additional authority is required
4. Corporate Group Provisions: Additional terms for nominee directors serving multiple companies within a corporate group
5. Alternate Director: Provisions for appointing an alternate director, included when backup representation may be needed
6. Special Voting Requirements: Specific voting procedures or restrictions, used when particular voting arrangements are required
1. Schedule 1 - Services Description: Detailed list of services to be provided by the nominee director
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, expenses, and payment terms
3. Schedule 3 - Company Information: Details of the company(ies) where nominee directorship is to be provided
4. Schedule 4 - Compliance Requirements: Specific compliance obligations and procedures
5. Appendix A - Board Resolution: Copy of the board resolution appointing the nominee director
6. Appendix B - Required Declarations: Statutory declarations and confirmations required under German law
7. Appendix C - Power of Attorney: Formal power of attorney document if required
8. Appendix D - Insurance Certificates: Copies of relevant insurance policies and certificates
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