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Nominee Director Indemnity Agreement Template for England and Wales

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Key Requirements PROMPT example:

Nominee Director Indemnity Agreement

"I need a Nominee Director Indemnity Agreement for my UK fintech startup, where we're appointing a professional nominee director from a corporate services firm who will serve on multiple subsidiary boards, with comprehensive protection against regulatory compliance risks."

Document background
A Nominee Director Indemnity Agreement is essential when appointing individuals to act as nominee directors in England and Wales. This document is particularly relevant for corporate structures, holding companies, and international business arrangements where nominee directors are commonly used. The agreement provides protection to the nominee director while ensuring compliance with the Companies Act 2006 and establishing clear parameters for the indemnification. It typically includes details about the scope of protection, exclusions, and the relationship between the nominee director and the appointing company.
Suggested Sections

1. Parties: Identification of the company and the nominee director

2. Background: Context of the appointment and reason for the indemnity

3. Definitions: Key terms used throughout the agreement

4. Scope of Appointment: Details of the nominee director role and responsibilities

5. Indemnity Provisions: Specific terms of the indemnity, including coverage and limitations

6. Duration: Term of the agreement and survival of indemnity

7. Governing Law: Specification of English and Welsh law as governing law

Optional Sections

1. Insurance Provisions: Details of D&O insurance coverage when the company provides directors' and officers' insurance

2. Regulatory Compliance: Specific regulatory obligations for regulated industries or financial services companies

3. Confidentiality: Confidentiality obligations when handling sensitive information

Suggested Schedules

1. Schedule 1 - Scope of Services: Detailed description of nominee director duties and responsibilities

2. Schedule 2 - Excluded Matters: List of matters specifically excluded from the indemnity

3. Schedule 3 - Insurance Details: Details of any D&O insurance coverage (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Key legislation governing director duties (Sections 171-177), provisions for director indemnification (Section 232-235), limitations on exempt indemnity provisions, and disclosure requirements for indemnity arrangements

Corporate Governance Code: Sets out best practices for director appointments and responsibilities, independence requirements, and disclosure obligations

Financial Services and Markets Act 2000: Applicable for companies in regulated sectors, containing additional requirements for directors in financial services

Common Law Principles: Established legal principles covering fiduciary duties, duty of care, and the business judgment rule

Insolvency Act 1986: Legislation covering wrongful trading provisions, fraudulent trading provisions, and personal liability of directors

Civil Procedure Rules: Rules governing enforcement provisions and jurisdiction clauses in legal agreements

Bribery Act 2010: Anti-corruption legislation covering corporate liability and anti-corruption provisions

GDPR and Data Protection Act 2018: Legislation governing data protection obligations and personal information handling requirements

Financial Services Act 2012: Additional regulatory requirements specific to companies operating in the financial services sector

Contract Law: General principles governing contract formation, consideration, and enforceability under English law

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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