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Deed Of Indemnity For Directors

Deed Of Indemnity For Directors Template for Malaysia

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Key Requirements PROMPT example:

Deed Of Indemnity For Directors

"I need a Deed of Indemnity for Directors under Malaysian law for our technology company, which should cover our directors' activities across our Malaysian headquarters and subsidiaries in Singapore and Indonesia, with specific provisions for cross-border liabilities and local regulatory compliance."

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Document background
The Deed of Indemnity for Directors is a crucial corporate governance document used in Malaysia to provide protection for company directors in the execution of their duties. It becomes necessary when companies wish to attract and retain qualified directors by offering them protection against personal liability for actions taken in good faith while serving on the board. The deed must comply with Malaysian law, particularly the Companies Act 2016, which sets out the parameters for director indemnification. This document typically accompanies director appointments and remains effective even after their tenure ends, covering legal costs, damages, and other expenses incurred in connection with their role. The deed balances the need to protect directors while maintaining appropriate accountability and excluding coverage for misconduct or breaches of duty.
Suggested Sections

1. Parties: Identification of the Company and the Director(s) being indemnified

2. Background: Recitals explaining the context of the deed, including the director's appointment and the company's desire to provide indemnity

3. Definitions and Interpretation: Key terms used throughout the deed, including 'Indemnified Person', 'Liability', 'Proceedings', etc.

4. Indemnity: Core section detailing the scope of indemnity provided by the company to the director

5. Limitations on Indemnity: Statutory and agreed limitations on the indemnity as per Malaysian law

6. Claims Procedure: Process for making claims under the indemnity, including notification requirements

7. Company's Obligations: Specific obligations of the company including maintaining insurance and providing advance payments

8. Duration and Survival: Period of effectiveness and provisions that continue after termination

9. Confidentiality: Obligations regarding confidential information related to claims and proceedings

10. Notices: Methods and requirements for formal communications between parties

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendment procedures

Optional Sections

1. D&O Insurance: Details of directors' and officers' insurance requirements when the company maintains such coverage

2. Multiple Directors: Additional provisions when the deed covers multiple directors simultaneously

3. Subsidiary Coverage: Extended provisions for directors serving on boards of subsidiary companies

4. Foreign Jurisdiction Provisions: Additional provisions for directors operating in multiple jurisdictions

5. Advancement of Expenses: Specific provisions for advancing legal costs before final determination

6. Tax Indemnity: Specific indemnity for tax-related liabilities when required

7. Change of Control: Provisions addressing the continuation of indemnity following a change in company control

Suggested Schedules

1. Schedule 1 - Scope of Indemnity: Detailed list of matters covered by the indemnity

2. Schedule 2 - Excluded Matters: Specific exclusions from the indemnity coverage

3. Schedule 3 - Claims Procedures: Detailed procedures for making and handling indemnity claims

4. Schedule 4 - Insurance Specifications: Details of required insurance coverage and terms

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

6. Appendix B - Relevant Director Positions: List of positions and roles covered by the indemnity

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 Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Energy

Telecommunications

Real Estate

Construction

Transportation

Education

Professional Services

Mining

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Risk Management

Compliance

Corporate Governance

Board Affairs

Executive Management

Insurance

Finance

Human Resources

Relevant Roles

Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Company Secretary

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Risk Manager

Compliance Officer

Corporate Governance Officer

Board Chairman

Alternate Director

Industries
Companies Act 2016: The primary legislation governing company law in Malaysia, including provisions on directors' duties, liabilities, and the extent to which companies can indemnify their directors (particularly Section 288 on indemnification of officers).
Contracts Act 1950: Governs the fundamental principles of contract formation, validity, and enforcement in Malaysia, which are essential for the deed's legal effectiveness.
Powers of Attorney Act 1949: Relevant for understanding the execution requirements of deeds and the delegation of powers in Malaysia.
Capital Markets and Services Act 2007: Important for listed companies, as it may affect the scope of indemnity and disclosure requirements for public listed companies.
Financial Services Act 2013: Relevant if the company is a financial institution, as it may impose additional requirements or restrictions on indemnification.
Stamp Act 1949: Governs the stamping requirements for deeds in Malaysia, which is necessary for the document to be admissible as evidence in court.
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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