The Nominee Director Contract is a crucial document used when an entity (typically an institutional investor, private equity firm, or strategic investor) exercises its right to appoint a representative to a company's board of directors in India. This contract type is particularly important in scenarios involving significant investments, joint ventures, or strategic partnerships where the investing entity requires board representation to protect its interests. The document must comply with Indian corporate law, particularly the Companies Act 2013, and typically includes detailed provisions regarding the nominee director's duties, confidentiality obligations, indemnification, and reporting requirements. It serves as a three-way agreement between the nominating entity, the nominee director, and the target company, establishing clear guidelines for corporate governance while balancing the interests of all stakeholders involved.
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1. Parties: Identifies the three key parties: the nominating entity, the nominee director, and the target company
2. Background: Explains the context of the nomination, including the nominating entity's right to appoint a director
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details of the appointment, duration, and conditions for renewal or termination
5. Duties and Responsibilities: Comprehensive outline of the nominee director's duties, including statutory obligations and specific responsibilities to the nominating entity
6. Remuneration: Details of compensation, sitting fees, and other benefits
7. Confidentiality: Obligations regarding confidential information of both the target company and the nominating entity
8. Indemnification: Provisions for indemnifying the nominee director against liabilities arising from their role
9. Conflict of Interest: Procedures for handling potential conflicts between duties to the company and the nominating entity
10. Reporting Requirements: Requirements for reporting to the nominating entity while maintaining compliance with legal obligations
11. Termination: Circumstances and procedures for termination of the appointment
12. Governing Law and Jurisdiction: Specifies Indian law as governing law and defines jurisdiction for disputes
1. Board Committee Participation: Required when the nominee director is expected to serve on specific board committees
2. Voting Arrangements: Included when there are specific voting requirements or arrangements with other shareholders
3. Insurance: Details of D&O insurance when provided separately by the nominating entity
4. Additional Representation Rights: When the nominee director represents multiple entities or has special representation rights
5. Alternate Director: Provisions for appointing an alternate director, if permitted
6. Special Rights and Powers: When the nominee director has additional special rights or veto powers
7. Training and Support: When specific training or support is provided to the nominee director
8. Multiple Directorships: Required when the nominee director holds other directorships that need to be addressed
1. Schedule 1 - Remuneration Structure: Detailed breakdown of all compensation components
2. Schedule 2 - Indemnification Terms: Specific terms and conditions of the indemnification provided
3. Schedule 3 - Board Committee Assignments: List of committees and specific roles assigned
4. Schedule 4 - Company Policies: Key company policies that the nominee director must adhere to
5. Schedule 5 - Reporting Format: Template and frequency of reports to be submitted to the nominating entity
6. Appendix A - Powers of Attorney: Any specific powers of attorney granted to the nominee director
7. Appendix B - Compliance Checklist: Checklist of regulatory compliance requirements
8. Appendix C - Conflict Resolution Procedures: Detailed procedures for handling conflicts of interest
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