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Nominee Director Indemnity Agreement

Nominee Director Indemnity Agreement Template for Australia

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Key Requirements PROMPT example:

Nominee Director Indemnity Agreement

"I need a Nominee Director Indemnity Agreement for our Singapore-based parent company appointing a director to our Australian mining subsidiary, with specific coverage for environmental liability risks and cross-border operations."

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Document background
The Nominee Director Indemnity Agreement is a crucial document in Australian corporate governance, designed to protect individuals who act as nominee directors on behalf of appointing entities. This agreement is particularly important in contexts where companies, investment funds, or corporate groups appoint representatives to serve on boards of other entities. The document addresses the specific risks and responsibilities associated with nominee directorship under Australian law, including compliance with the Corporations Act 2001 and ASIC requirements. It typically includes comprehensive indemnification provisions, insurance obligations, and claims procedures, while respecting legal limitations on indemnification. The agreement is essential for protecting both the nominee director and the appointing entity's interests, ensuring clear understanding of rights, obligations, and risk allocation.
Suggested Sections

1. Parties: Identifies the appointing entity (indemnifier) and the nominee director (indemnitee)

2. Background: Sets out the context of the appointment, the relevant company, and the purpose of the indemnity arrangement

3. Definitions: Defines key terms including 'Claims', 'Losses', 'Liabilities', 'Company', and 'Indemnified Matters'

4. Appointment: Details of the nominee director's appointment and role

5. Scope of Indemnity: Comprehensive description of what losses and liabilities are covered by the indemnity

6. Exclusions from Indemnity: Specifies circumstances where indemnity will not apply, including statutory limitations

7. Duration of Indemnity: Specifies when the indemnity begins and ends, including survival provisions

8. Claims Procedure: Process for making claims under the indemnity and notification requirements

9. Insurance Obligations: Requirements regarding D&O insurance and its relationship to the indemnity

10. Confidentiality: Provisions regarding confidentiality of the agreement and related matters

11. General Provisions: Standard provisions including governing law, jurisdiction, and amendment procedures

Optional Sections

1. Multiple Indemnifiers: Required when multiple entities are providing the indemnity, setting out their respective obligations

2. Cross-Border Provisions: Needed when the nominee director serves on boards of international subsidiaries

3. Tax Indemnity: Specific indemnification for tax-related liabilities when the role involves tax-sensitive matters

4. Advancement of Expenses: Provisions for advancing legal costs and other expenses before final determination

5. Alternative Dispute Resolution: Specific procedures for resolving disputes through mediation or arbitration

6. Group Company Provisions: Required when the indemnity extends to roles in related group companies

Suggested Schedules

1. Schedule 1 - Appointment Details: Details of the company, board position, and specific responsibilities

2. Schedule 2 - Insurance Requirements: Specific requirements for D&O insurance coverage

3. Schedule 3 - Claims Procedure: Detailed process for making and handling indemnity claims

4. Schedule 4 - Related Companies: List of related companies covered by the indemnity if applicable

5. Appendix A - Board Resolution: Copy of board resolution approving the nominee director appointment

6. Appendix B - Insurance Certificates: Copies of relevant insurance certificates and policies

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






































Clauses
































Relevant Industries

Financial Services

Investment Management

Private Equity

Corporate Services

Professional Services

Banking

Insurance

Real Estate Investment

Mining and Resources

International Trade

Family Office

Venture Capital

Relevant Teams

Legal

Corporate Governance

Compliance

Risk Management

Board Secretariat

Corporate Affairs

Executive Management

Investment Management

Relevant Roles

Nominee Director

Company Director

Executive Director

Non-Executive Director

Corporate Representative

Investment Manager

Fund Manager

Company Secretary

General Counsel

Legal Counsel

Corporate Governance Officer

Risk Manager

Compliance Officer

Board Member

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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