tiktok³ÉÈË°æ

The Nominee Director Agreement is essential in situations where companies operating in Nigeria require local directors or when beneficial owners need to appoint professional directors to manage their corporate interests. This agreement type is particularly crucial given Nigeria's corporate governance requirements under CAMA 2020 and various regulatory frameworks. The document establishes clear parameters for the nominee director's role, including their duties, decision-making authority, reporting obligations, and liability protections. It's commonly used in foreign direct investment scenarios, corporate restructuring, or when companies need to maintain local presence while ensuring proper oversight and control mechanisms. The agreement must carefully balance the interests of all parties while ensuring compliance with Nigerian corporate law, anti-money laundering regulations, and international best practices in corporate governance.

1. Parties: Identifies the appointer (usually the beneficial owner or company) and the nominee director

2. Background: Explains the context of the appointment and confirms the nominee director's willingness to act

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the appointment as nominee director, including start date and duration

5. Duties and Obligations: Specifies the nominee director's responsibilities, including compliance with CAMA 2020 and other relevant laws

6. Instructions and Authority: Establishes how the appointer will provide instructions and the extent of the nominee director's authority

7. Remuneration: Details of fees, expenses, and payment terms for the nominee director's services

8. Compliance and Reporting: Requirements for regulatory compliance and reporting obligations to the appointer

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Warranties and Representations: Confirmations from both parties about their capacity and authority

11. Liability and Indemnification: Scope of nominee director's liability and indemnification by the appointer

12. Termination: Circumstances and procedures for ending the agreement

13. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution