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Nominee Director Agreement

Nominee Director Agreement Template for South Africa

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Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement for a South African mining company where the nominee will represent our offshore parent company, with specific provisions for compliance with mining sector regulations and quarterly reporting requirements starting from March 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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




































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Relevant Industries

Financial Services

Investment Management

Corporate Services

Professional Services

Trust Services

International Trade

Offshore Services

Real Estate

Mining

Manufacturing

Technology

Private Equity

Family Offices

Venture Capital

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Corporate Services

Risk Management

Corporate Secretariat

Executive Management

Trust Administration

Relevant Roles

Corporate Director

Company Secretary

Legal Counsel

Compliance Officer

Corporate Governance Officer

Managing Director

Board Member

Executive Director

Non-Executive Director

Corporate Services Manager

Risk Manager

Trust Administrator

Investment Director

Legal Director

Chief Legal Officer

Chief Compliance Officer

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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