The Nominee Director Agreement is a crucial document used in South African corporate structures where an individual is appointed to act as a director on behalf of another party (the nominator). This arrangement is common in various business contexts, including corporate groups, investment structures, and international business operations. The agreement must comply with South African legislation, particularly the Companies Act 71 of 2008 and corporate governance requirements under the King IV Report. It outlines the nominee director's duties, powers, and limitations, while protecting both parties' interests through clear indemnification and compliance provisions. This document is essential for establishing transparent governance structures and ensuring proper risk management in nominee directorship arrangements.
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1. Parties: Identifies the nominator (individual or company appointing the nominee director) and the nominee director
2. Background: Explains the context of the agreement, including details about the company for which nominee directorship is required
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details of the appointment as nominee director, duration, and renewal terms
5. Duties and Responsibilities: Comprehensive outline of the nominee director's duties, including statutory obligations under the Companies Act
6. Powers and Authority: Scope of the nominee director's decision-making authority and limitations
7. Remuneration: Details of fees, expenses, and payment terms for the nominee director services
8. Instructions and Communications: Procedures for how the nominator will provide instructions to the nominee director
9. Compliance Requirements: Obligations regarding legal compliance, especially with Companies Act and corporate governance requirements
10. Indemnification: Terms of indemnity provided to the nominee director by the nominator
11. Confidentiality: Obligations regarding confidential information handling
12. Termination: Conditions and procedures for terminating the agreement
13. General Provisions: Standard clauses including governing law, notices, entire agreement, and amendment procedures
1. Insurance: Details of directors' and officers' liability insurance requirements when specific coverage is needed
2. Corporate Opportunities: Provisions regarding handling business opportunities when the nominee director serves on multiple boards
3. Non-Competition: Restrictions on the nominee director's involvement with competing businesses when required
4. Shareholders' Agreement Compliance: Special provisions when the company has a shareholders' agreement affecting directorship
5. Multiple Directorships: Provisions for managing multiple directorships when the nominee serves on other boards
6. Alternate Director: Provisions for appointing an alternate director when allowed by the company's constitution
7. Anti-Money Laundering Compliance: Specific provisions for enhanced AML compliance when dealing with high-risk sectors or jurisdictions
1. Schedule 1: Fee Schedule: Detailed breakdown of fees, expenses, and payment terms
2. Schedule 2: Company Details: Information about the company where nominee directorship is held
3. Schedule 3: Reporting Requirements: Specific reporting obligations and templates
4. Schedule 4: Powers of Attorney: Details of any powers of attorney granted to the nominee director
5. Appendix A: Compliance Checklist: Checklist of regulatory compliance requirements
6. Appendix B: Communication Protocols: Detailed procedures for communications between parties
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