The Nominee Director Agreement is a crucial document in Singapore's corporate landscape, particularly for companies requiring local director representation or those seeking to maintain privacy in their corporate structure. This agreement defines the legal relationship between the appointing company and the nominee director, ensuring compliance with Singapore's Companies Act requirement for at least one locally resident director. The document typically includes comprehensive provisions for duties, liabilities, indemnification, and termination conditions, while addressing regulatory compliance requirements specific to Singapore's corporate governance framework.
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1. Parties: Identification of the appointing company and nominee director
2. Background: Context of the appointment and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment and duration
5. Duties and Responsibilities: Specific obligations of the nominee director including statutory compliance requirements
6. Remuneration: Compensation terms and payment details
7. Indemnification: Protection and indemnity provisions for the nominee director
8. Termination: Conditions and procedures for ending the agreement
1. Non-Competition: Restrictions on competing activities and protection of business interests
2. Insurance: Directors' and Officers' liability insurance provisions and requirements
3. Power of Attorney: Specific powers granted to the nominee director for company operations
4. Confidentiality: Provisions regarding the handling of confidential information and trade secrets
1. Schedule 1 - Duties and Powers: Detailed list of specific duties, responsibilities and powers of the nominee director
2. Schedule 2 - Remuneration Details: Detailed breakdown of compensation structure including fees and expenses
3. Schedule 3 - Company Information: Key details about the appointing company and its corporate structure
4. Appendix A - Compliance Requirements: Specific regulatory requirements and compliance obligations under Singapore law
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