Nominee Director Indemnity Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Nominee Director Indemnity Agreement

I need a Nominee Director Indemnity Agreement for our Hong Kong holding company that will appoint a professional nominee director from a corporate services firm, with comprehensive protection for cross-border activities as the director will oversee subsidiaries in mainland China and Singapore.

Document background
The Nominee Director Indemnity Agreement is essential in Hong Kong's corporate landscape where nominee director arrangements are frequently used in international business structures. This document is typically employed when a company appoints a nominee director to act on behalf of beneficial owners or as part of corporate service arrangements. The agreement provides crucial protection for nominee directors who take on personal liability while serving in their corporate role. It must comply with Hong Kong Companies Ordinance requirements regarding permitted indemnities and corporate governance standards. The document should be implemented at the time of director appointment and includes comprehensive details about the scope of indemnification, claim procedures, and mutual obligations. It's particularly relevant for international businesses, offshore structures, and situations where professional nominees are engaged to fulfill directorship requirements.
Suggested Sections

1. Parties: Identifies the principal parties: the Company, the Nominee Director, and potentially the beneficial owner/appointing shareholder

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

3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Events', 'Losses', and 'Proper Performance of Duties'

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

5. Scope of Indemnity: Defines the extent and limitations of the indemnification provided to the nominee director

6. Exclusions from Indemnity: Specifies circumstances where indemnification will not apply (e.g., willful misconduct, fraud)

7. Director's Obligations: Outlines the nominee director's duties, responsibilities, and standard of conduct

8. Company's Obligations: Details the company's responsibilities, including timing and process for indemnification

9. Claims Procedure: Process for making and handling indemnification claims

10. Duration and Termination: Terms regarding the length of the agreement and circumstances for termination

11. Confidentiality: Provisions regarding confidential information handling

12. General Provisions: Standard contractual provisions including notices, amendments, governing law, etc.

Optional Sections

1. Insurance: Details of Directors and Officers (D&O) insurance coverage, used when the company provides additional insurance protection

2. Advanced Payment of Expenses: Provisions for advance payment of legal expenses, included when immediate coverage of legal costs is required

3. Third Party Claims: Specific provisions for handling third party claims, included when there's significant risk of external litigation

4. Tax Indemnity: Specific tax-related indemnifications, included when tax exposure is a particular concern

5. Multiple Jurisdictions: Additional provisions for cross-border operations, included when the nominee director serves in multiple jurisdictions

6. Corporate Group Provisions: Extended indemnity coverage for group companies, included when the nominee serves multiple related entities

Suggested Schedules

1. Schedule 1 - Appointment Details: Specific details of the nominee directorship appointment including company details and role specifications

2. Schedule 2 - Indemnified Matters: Detailed list of specific matters and circumstances covered by the indemnity

3. Schedule 3 - Claims Procedures: Detailed procedures and requirements for making and processing indemnification claims

4. Schedule 4 - Insurance Details: Specifications of any D&O insurance coverage provided

5. Appendix A - Power of Attorney: If applicable, power of attorney granted to the nominee director

6. Appendix B - Company Resolutions: Relevant board or shareholder resolutions approving the indemnity arrangement

Authors

Alex Denne

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

Relevant legal definitions
Relevant Industries

Financial Services

Corporate Services

Investment Banking

Private Equity

Real Estate

International Trade

Professional Services

Manufacturing

Technology

Holding Companies

Offshore Services

Relevant Teams

Legal

Corporate Secretarial

Compliance

Risk Management

Corporate Governance

Board of Directors

Executive Management

Corporate Administration

Relevant Roles

Director

Nominee Director

Company Secretary

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Governance Officer

Risk Management Officer

Compliance Officer

Board Chairman

Non-Executive Director

Corporate Services Manager

Legal Counsel

Company Administrator

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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