Nominee Director Agreement Template for Indonesia

The Nominee Director Agreement is essential for businesses operating in Indonesia where nominee arrangements are required or beneficial for corporate structuring purposes. This document is particularly relevant when companies need to comply with local directorship requirements or when establishing a business presence in Indonesia. The agreement must carefully balance the practical needs of business operations with compliance requirements under Indonesian Company Law, investment regulations, and beneficial ownership disclosure rules. A well-drafted Nominee Director Agreement should address key aspects such as statutory compliance, corporate governance, risk management, and clear delineation of responsibilities while ensuring transparency in accordance with Indonesian regulatory requirements.

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

2. Background: Context of the appointment, including the company's structure and reason for requiring a nominee director

3. Definitions: Key terms used throughout the agreement including 'Services', 'Appointment Period', 'Beneficial Owner', etc.

4. Appointment and Term: Terms of appointment, duration, and renewal conditions

5. Duties and Responsibilities: Detailed outline of the nominee director's roles, including statutory duties and specific responsibilities

6. Compliance Requirements: Obligations to comply with Indonesian law, company regulations, and corporate governance requirements

7. Remuneration: Fee structure, payment terms, and expenses

8. Indemnification: Protection and indemnification provisions for the nominee director

9. Confidentiality: Obligations regarding company information and trade secrets

10. Termination: Conditions and procedures for ending the agreement

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes