The Nominee Director Agreement is a crucial document used in Dutch corporate structures where professional directors are appointed to represent interests in Dutch companies. This agreement becomes necessary when companies require local directorship in the Netherlands for regulatory compliance, corporate structuring, or business operations purposes. The document ensures compliance with Dutch corporate law, particularly Book 2 of the Dutch Civil Code, while defining the scope of authority, limitations, and protections for both the appointing entity and the nominee director. It addresses key aspects such as fiduciary duties, decision-making authority, reporting obligations, and liability provisions, making it essential for international business operations and corporate governance structures in the Netherlands.
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1. Parties: Identification of the appointing entity/shareholders and the nominee director
2. Background: Context of the appointment and the purpose of the nominee directorship
3. Definitions: Key terms used throughout the agreement including Company, Services, Territory, etc.
4. Appointment and Term: Terms of appointment, duration, and renewal provisions
5. Duties and Responsibilities: Detailed description of the nominee director's roles and obligations
6. Compliance with Laws: Obligations to comply with Dutch corporate law and relevant regulations
7. Authority and Limitations: Scope of the nominee director's authority and specific restrictions
8. Fees and Expenses: Compensation structure, payment terms, and reimbursable expenses
9. Indemnification: Protection and indemnification provisions for the nominee director
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Termination: Grounds for termination, notice periods, and consequences
12. General Provisions: Standard clauses including governing law, notices, and amendments
1. Regulatory Compliance: Additional compliance requirements for regulated sectors (e.g., financial services)
2. Multiple Appointments: Provisions for serving as director on multiple related entities
3. Insurance: Requirements for directors' and officers' liability insurance
4. Non-Competition: Restrictions on competing activities, if applicable
5. Power of Attorney: Specific powers granted to the nominee director
6. Tax Matters: Special provisions regarding tax representation and compliance
7. Succession Planning: Procedures for replacement or transition of the nominee director
1. Schedule 1 - Services Description: Detailed outline of services to be provided by the nominee director
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment terms, and expense categories
3. Schedule 3 - Company Information: Details of the company(ies) where directorship is held
4. Schedule 4 - Reporting Requirements: Format and frequency of reports to be submitted
5. Schedule 5 - Compliance Checklist: List of regulatory and corporate compliance requirements
6. Appendix A - Board Resolution: Copy of board resolution appointing the nominee director
7. Appendix B - KYC Documentation: Required identity and background verification documents
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