Nominee Director Agreement Template for Philippines

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Nominee Director Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement for our Japanese parent company to appoint a local nominee director for our Philippine technology subsidiary, ensuring compliance with foreign ownership restrictions and including specific provisions for quarterly reporting to Tokyo headquarters, with the agreement to commence from March 1, 2025."

Document background
The Nominee Director Agreement is essential for businesses operating in the Philippines that require nominee director arrangements, particularly in sectors with foreign ownership restrictions or complex corporate structures. This agreement is crucial when companies need to appoint directors who will act on behalf of other parties while maintaining compliance with Philippine regulations, including the Revised Corporation Code and Anti-Dummy Law. The document typically addresses key aspects such as appointment terms, duties, decision-making processes, remuneration, and liability protection, while ensuring transparency and proper corporate governance. It's particularly relevant for foreign investors structuring their Philippine operations and for local businesses requiring professional director services.
Suggested Sections

1. Parties: Identification of the nominator (appointing party) and the nominee director, including complete legal names and addresses

2. Background: Context of the appointment, relationship between parties, and purpose of the nominee arrangement

3. Definitions: Definitions of key terms used throughout the agreement

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

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

6. Instructions and Decision Making: Process for receiving and acting on instructions from the nominator

7. Remuneration: Details of fees, compensation, and reimbursement of expenses

8. Indemnification: Provisions for indemnifying the nominee director against claims and liabilities

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Compliance with Laws: Specific provisions ensuring compliance with Philippine laws, including the Anti-Dummy Law and corporate regulations

11. Termination: Grounds and procedures for terminating the agreement

12. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Power of Attorney: Optional section granting specific powers to the nominee director, used when additional authority is required

2. Insurance: Requirements for directors' and officers' liability insurance, included when specific insurance coverage is needed

3. Non-Competition: Restrictions on the nominee director's other activities, included when exclusivity is required

4. Successor Nomination: Procedures for nominating a replacement director, included when continuity planning is important

5. Corporate Group Provisions: Additional provisions for nominee directors serving multiple related companies, used in corporate group structures

6. Foreign Investment Provisions: Special provisions related to foreign ownership restrictions, included when foreign investors are involved

Suggested Schedules

1. Schedule 1 - Company Details: Details of the company(ies) where the nominee director will serve, including registration numbers and addresses

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment terms, and expense reimbursement policies

3. Schedule 3 - Specific Duties and Responsibilities: Detailed list of specific duties and responsibilities of the nominee director

4. Schedule 4 - Reporting Requirements: Format and frequency of reports required from the nominee director

5. Appendix A - Compliance Checklist: Checklist of regulatory requirements and compliance obligations

6. Appendix B - Power of Attorney Form: Standard form of power of attorney, if required

7. Appendix C - Resignation Letter Template: Pre-agreed format for resignation letter when needed

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
Clauses
Relevant Industries

Financial Services

Real Estate

Mining and Natural Resources

Telecommunications

Retail and Distribution

Manufacturing

Transportation and Logistics

Banking and Insurance

Professional Services

Technology and Software

Construction and Infrastructure

Energy and Utilities

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Risk Management

Board Administration

Regulatory Affairs

Corporate Services

Executive Office

Relevant Roles

Corporate Director

Company Secretary

Legal Counsel

Compliance Officer

Corporate Governance Officer

Board Member

Managing Director

Chief Executive Officer

Chief Legal Officer

Risk Management Officer

Foreign Investment Officer

Corporate Services Manager

Board Secretary

Regulatory Affairs 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

Find the exact document you need

Director Loan To Company Agreement

A Philippine law-governed agreement documenting and regulating a loan from a director to their company, including terms, conditions, and regulatory compliance requirements.

find out more

Indemnification Agreement For Officers And Directors

A Philippine law-governed agreement establishing terms for corporate indemnification of directors and officers in relation to their official duties.

find out more

Director Indemnity Agreement

A Philippine law-governed agreement establishing terms for company indemnification of directors against liabilities and claims arising from their directorial duties.

find out more

Medical Director Contract Agreement

A Philippine-law governed agreement establishing terms and conditions for a Medical Director's employment in a healthcare facility.

find out more

Medical Director Contract For Medical Spa

A Philippine-law governed agreement establishing the terms and conditions for a Medical Director's oversight of a medical spa facility, including clinical, operational, and regulatory responsibilities.

find out more

Agreement For Appointment Of Managing Director

A Philippine law-governed agreement establishing terms and conditions for appointing a Managing Director, including duties, compensation, and governance requirements.

find out more

Managing Director Agreement

A Philippine law-governed agreement establishing the employment terms and conditions for a Managing Director, including duties, compensation, and obligations.

find out more

Exit Agreement For Director

A legally-binding agreement under Philippine law governing a director's departure from a corporation, addressing separation terms, obligations, and mutual releases.

find out more

Medical Director Agreement

A Philippine-law governed agreement establishing the terms and conditions for a Medical Director's appointment and services at a healthcare facility.

find out more

Chief Executive Officer Employment Agreement

A Philippine law-governed employment agreement establishing terms and conditions for a Chief Executive Officer's appointment and duties.

find out more

Casting Director Agreement

A Philippine law-governed agreement between a production company and casting director establishing terms for talent selection and casting services.

find out more

Nominee Director Indemnity Agreement

A Philippine law-governed agreement providing indemnification protection for nominee directors, establishing their rights and obligations while ensuring regulatory compliance.

find out more

Independent Director Agreement

A Philippine law-governed agreement establishing the appointment terms and conditions for an independent director, ensuring compliance with local SEC regulations and corporate governance requirements.

find out more

Managing Director Contract Of Employment

A Philippine law-governed employment contract establishing terms and conditions for a Managing Director position, including executive duties, compensation, and corporate responsibilities.

find out more

Nominee Director Agreement

A Philippine law-governed agreement establishing the terms and conditions for a nominee director's appointment and duties, ensuring compliance with local corporate regulations.

find out more

Company Director Agreement

A Philippine law-governed agreement establishing the terms and conditions of a director's appointment to a company's board, including duties, responsibilities, and compensation.

find out more

Executive Director Employment Contract

Philippine law-governed employment agreement for executive directors, outlining appointment terms, duties, compensation, and regulatory compliance requirements.

find out more

Directors Service Agreement

A Philippine law-governed agreement establishing the terms, duties, and obligations between a company and its director under Philippine corporate law.

find out more

Director Employment Contract

A comprehensive employment agreement for company directors in the Philippines, compliant with Philippine corporate and employment laws.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.