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Nominee Director Indemnity Agreement Template for Pakistan

This document is a comprehensive indemnity agreement governed by Pakistani law, designed to protect nominee directors from personal liability while serving on company boards. It outlines the scope of protection, exclusions, claim procedures, and obligations of both the company and the nominee director. The agreement complies with the Companies Act 2017 of Pakistan and related corporate governance regulations, providing a robust framework for risk allocation and protection of nominee directors while ensuring compliance with local legal requirements and corporate governance standards.

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What is a Nominee Director Indemnity Agreement?

The Nominee Director Indemnity Agreement is a crucial document in Pakistani corporate practice, typically used when individuals are appointed to serve as nominee directors on company boards. This arrangement is common in group structures, joint ventures, or when investors require board representation. The agreement provides comprehensive protection to nominee directors against personal liability arising from their role, excluding instances of willful misconduct or fraud. It aligns with the Companies Act 2017 and Pakistani corporate governance requirements, detailing the scope of indemnification, claim procedures, and mutual obligations. This document becomes particularly important given the increasing complexity of corporate governance requirements and the potential personal liability exposure of directors in Pakistan's legal framework.

What sections should be included in a Nominee Director Indemnity Agreement?

1. Parties: Identification of the Company, the Nominee Director, and any other relevant parties (such as the appointing shareholder)

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

3. Definitions: Key terms used throughout the agreement including 'Indemnified Events', 'Losses', 'Claims', etc.

4. Appointment: Terms of appointment as nominee director and acknowledgment of the role

5. Scope of Indemnity: Detailed description of what events, actions, and circumstances are covered by the indemnity

6. Exclusions from Indemnity: Specific circumstances where indemnity will not apply (e.g., willful misconduct, fraud)

7. Procedure for Claims: Process for making indemnity claims and required notifications

8. Company's Obligations: Specific obligations of the company including maintaining insurance and advance payment of legal costs

9. Director's Obligations: Duties and responsibilities of the nominee director including cooperation in claims

10. Duration and Survival: Term of the agreement and provisions that survive termination

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

12. General Provisions: Standard clauses including notices, amendments, assignment, and severability

What sections are optional to include in a Nominee Director Indemnity Agreement?

1. Insurance: Detailed provisions about D&O insurance when the company maintains such coverage

2. Third Party Rights: Rights of other parties to claim under the agreement, relevant when multiple stakeholders are involved

3. Tax Indemnity: Specific tax-related indemnifications, useful when tax exposure is a particular concern

4. Confidentiality: Detailed confidentiality obligations, important when dealing with sensitive corporate information

5. Multiple Directorships: Additional provisions for nominee directors serving on multiple boards within a group

6. International Operations: Special provisions for companies operating across multiple jurisdictions

7. Regulatory Compliance: Specific provisions for regulated industries or listed companies

What schedules should be included in a Nominee Director Indemnity Agreement?

1. Schedule 1 - Board Positions: List of specific board and committee positions covered by the indemnity

2. Schedule 2 - Insurance Details: Details of existing D&O insurance policies and coverage

3. Schedule 3 - Group Companies: List of affiliated companies covered by the indemnity if applicable

4. Schedule 4 - Specific Duties: Detailed description of the nominee director's specific duties and responsibilities

5. Appendix A - Claim Notice Form: Template for submitting indemnity claims

6. Appendix B - Board Resolution: Copy of board resolution appointing the nominee director

7. Appendix C - Required Declarations: Statutory declarations and forms required under Pakistani law

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Pakistan

Document Type

Director Agreement

Cost

Free to use

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