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Nominee Director Contract

Nominee Director Contract Template for Indonesia

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Key Requirements PROMPT example:

Nominee Director Contract

"I need a Nominee Director Contract for my Singapore-based technology company expanding into Indonesia, where we need to appoint a local nominee director starting March 1, 2025; the contract should emphasize compliance with Indonesian foreign investment regulations and include strict confidentiality provisions regarding our proprietary technology."

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Document background
The Nominee Director Contract is a crucial document in Indonesian business practice, particularly in contexts involving foreign investment or complex corporate structures. This agreement is essential when companies need to appoint a local director to comply with Indonesian regulations while maintaining effective control through the beneficial owner. The contract carefully balances the requirements of Indonesian Company Law, investment regulations, and practical business needs. It provides a framework for the nominee director's authority, protecting both the appointer's interests and the nominee's legal position. The document is particularly relevant in situations where foreign companies establish presence in Indonesia or when local companies require specific directorship arrangements for regulatory compliance. It includes comprehensive provisions for corporate governance, operational procedures, and risk management, while ensuring alignment with Indonesian legal requirements for director duties and responsibilities.
Suggested Sections

1. Parties: Identification of the Appointer (beneficial owner) and the Nominee Director

2. Background: Context of the appointment, including details of the company and purpose of the nominee arrangement

3. Definitions: Key terms used throughout the agreement, including 'Company', 'Appointer', 'Nominee Services', etc.

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

5. Duties and Responsibilities: Detailed description of the nominee director's duties, including compliance with local laws

6. Authority and Limitations: Scope of the nominee director's authority and specific restrictions

7. Instructions and Communications: Process for receiving and acting on instructions from the beneficial owner

8. Fees and Expenses: Compensation structure, payment terms, and reimbursement of expenses

9. Indemnification: Protection and indemnification of the nominee director for actions taken in good faith

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Termination: Circumstances and procedures for terminating the agreement

12. Post-Termination Obligations: Duties and responsibilities that survive termination

13. Governing Law and Jurisdiction: Application of Indonesian law and dispute resolution mechanisms

Optional Sections

1. Multiple Company Provisions: Required when the nominee director serves on multiple companies for the same appointer

2. Special Powers of Attorney: Include when specific additional powers need to be granted to the nominee director

3. Corporate Group Provisions: Needed when the arrangement involves a corporate group structure

4. Insurance Requirements: Details of required insurance coverage, if applicable

5. Anti-Money Laundering Compliance: Additional compliance requirements for high-risk sectors

6. Succession Planning: Procedures for replacement of the nominee director in specific circumstances

7. Digital Authorization Procedures: Required when digital signatures or online corporate actions are involved

Suggested Schedules

1. Schedule 1: Company Details: Full corporate information of the company/companies involved

2. Schedule 2: Fee Schedule: Detailed breakdown of all fees, charges, and payment terms

3. Schedule 3: Authorized Actions: List of actions the nominee director can take without prior approval

4. Schedule 4: Restricted Actions: Actions requiring explicit approval from the appointer

5. Schedule 5: Reporting Requirements: Format and frequency of reports to be provided to the appointer

6. Schedule 6: Communication Protocols: Detailed procedures for routine and urgent communications

7. Schedule 7: Required Documentation: List of documents to be maintained and updated by the nominee director

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Appointer
Applicable Laws
Articles of Association
Board
Board Resolution
Business Day
Company
Company Secretary
Confidential Information
Corporate Documents
Director's Duties
Effective Date
Force Majeure Event
Governing Law
Indemnified Persons
Instructions
Intellectual Property Rights
Local Agent
Material Change
Nominee Director
Nominee Services
Notice
OJK
Permitted Actions
Professional Fees
Prohibited Actions
Related Companies
Relevant Authority
Restricted Matters
Services
Shareholders
Signing Date
Special Resolution
Subsidiary
Term
Termination Date
Termination Notice
Territory
Third Party
Clauses
Appointment
Term and Renewal
Duties and Responsibilities
Authority and Powers
Limitations and Restrictions
Instructions and Decision-Making
Fees and Expenses
Payment Terms
Reimbursement
Indemnification
Insurance
Representations and Warranties
Compliance
Corporate Governance
Reporting Requirements
Record Keeping
Confidentiality
Non-Disclosure
Data Protection
Intellectual Property
Communications
Notice Requirements
Force Majeure
Termination
Post-Termination Obligations
Assignment
Non-Competition
Non-Solicitation
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Counterparts
Language
Time of Essence
Survival
Relevant Industries

Foreign Direct Investment

International Trade

Manufacturing

Technology and Software

Real Estate

Mining and Resources

Retail and Consumer Goods

Financial Services

Professional Services

Healthcare

Education

Construction

Hospitality and Tourism

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Executive Management

Risk Management

Corporate Secretariat

International Business

Investment

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Board Director

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Investment Manager

Foreign Investment Advisor

Business Development Director

Company Secretary

Risk Management Officer

General Counsel

Operations Director

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The primary legislation governing corporate structures, director duties, responsibilities, and liabilities in Indonesia. This law defines the legal framework for company directors and their fiduciary duties.
Law No. 25 of 2007 on Investment: Regulates foreign investment in Indonesia, including requirements for foreign ownership and management structures, which is crucial for nominee arrangements.
Law No. 8 of 1995 on Capital Markets: Provides regulatory framework for public companies and their management, including disclosure requirements and corporate governance standards.
Law No. 13 of 2003 on Employment: Governs employment relationships and may affect the structure of nominee director agreements, particularly regarding employment status and benefits.
Law No. 31 of 1999 on Eradication of Criminal Acts of Corruption: Sets out anti-corruption provisions that nominee directors must comply with, including provisions against bribery and corrupt practices.
Government Regulation No. 29 of 2016 on Changes in Capital in Limited Liability Companies: Regulates capital requirements and changes in company ownership, which may affect nominee arrangements.
OJK Regulation No. 33/POJK.04/2014: Provides guidelines on corporate governance, particularly regarding the roles and responsibilities of directors in Indonesian companies.
Law No. 36 of 2008 on Income Tax: Governs taxation of director compensation and corporate income, relevant for structuring nominee director remuneration.
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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