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Director Indemnity Agreement

Director Indemnity Agreement Template for South Africa

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Key Requirements PROMPT example:

Director Indemnity Agreement

"I need a Director Indemnity Agreement for a newly appointed independent director joining our mining company's board in March 2025, with specific coverage for environmental liability risks and operations in multiple African jurisdictions."

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Document background
Director Indemnity Agreements are essential risk management tools in South African corporate governance, designed to protect directors while performing their duties. These agreements are implemented when appointing new directors or updating existing indemnification arrangements to ensure compliance with current legislation. The Director Indemnity Agreement must carefully balance the protections afforded to directors with the limitations imposed by the Companies Act 71 of 2008, particularly Section 78(6) regarding prohibited indemnifications. The document typically includes provisions for legal cost advancement, D&O insurance requirements, claims procedures, and the scope of covered events. It's particularly relevant in today's complex business environment where directors face increased scrutiny and potential liability from various stakeholders, regulatory bodies, and third parties.
Suggested Sections

1. Parties: Identification of the company and the director(s) entering into the indemnity agreement

2. Background: Context of the agreement, director's appointment, and company's authority to provide indemnification

3. Definitions: Key terms including 'Claims', 'Losses', 'Indemnified Events', 'Excluded Events', and other relevant definitions

4. Scope of Indemnification: Detailed description of what events, actions, and circumstances are covered by the indemnity

5. Limitations and Exclusions: Statutory limitations and specific exclusions as per Companies Act Section 78(6)

6. Insurance Obligations: Company's obligations regarding D&O insurance maintenance and claims

7. Claims Procedure: Process for making claims under the indemnity, including notification requirements and timelines

8. Duration and Survival: Term of the indemnity and survival of obligations after directorship ends

9. Company's Rights and Obligations: Company's rights in defending claims and obligations to advance legal costs

10. Governing Law and Jurisdiction: Confirmation of South African law and jurisdiction for disputes

11. General Provisions: Standard clauses including amendments, assignments, notices, and severability

Optional Sections

1. Multiple Jurisdictions: Additional provisions for directors serving on boards of international subsidiaries or operating in multiple jurisdictions

2. Special Positions: Additional provisions for directors holding specific positions (e.g., CEO, CFO) or serving on special committees

3. Tax Indemnity: Specific indemnification for tax-related liabilities where relevant to the director's role

4. Regulatory Compliance: Special provisions for regulated industries (e.g., financial services, mining)

5. Third Party Rights: Provisions extending indemnity benefits to director's estate, heirs, or legal representatives

6. Alternative Dispute Resolution: Mediation or arbitration procedures as alternative to court proceedings

Suggested Schedules

1. Schedule 1: Insurance Details: Specifications of required D&O insurance coverage, including minimum limits and key terms

2. Schedule 2: Corporate Authorization: Board resolution or other corporate authorization for the indemnity

3. Schedule 3: Excluded Events: Detailed list of events and circumstances explicitly excluded from indemnification

4. Schedule 4: Claims Procedure: Detailed procedure for making and processing indemnification claims

5. Appendix A: Form of Claim Notice: Template for director to notify company of claims under the indemnity

6. Appendix B: Related Positions: List of additional positions held by director covered under the indemnity (e.g., subsidiary boards, committee roles)

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Mining and Resources

Manufacturing

Retail

Technology

Healthcare

Professional Services

Real Estate

Telecommunications

Energy

Transportation and Logistics

Agriculture

Construction

Education

Non-Profit Organizations

Relevant Teams

Legal

Corporate Governance

Risk Management

Compliance

Company Secretariat

Board Support

Executive Office

Human Resources

Insurance

Corporate Affairs

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Company Secretary

Board Chairman

Audit Committee Chairman

Risk Committee Chairman

Executive Committee Member

Subsidiary Director

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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