Nominee director

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

23 April 2013 Please let me know :
'
if "X" is a Nominee director of Company and has been promoted and sent to France,now the financial institution has said to replace "Y" as Nominee director,

it has been put forward to Chairman?
so what to do?
can u please guide me?

Querist : Anonymous

Querist : Anonymous (Querist)

26 April 2013 PLease experts any one Answer to this?

Querist : Anonymous

Querist : Anonymous (Querist)

26 April 2013 PLease experts any one Answer to this?

Asha Kanta Sharma

Asha Kanta Sharma (Expert)
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03 August 2024 Certainly! If a nominee director needs to be replaced due to their promotion and relocation, and the financial institution is requesting this change, here's a step-by-step guide on how to handle the situation:

### 1. **Understand the Situation:**

1. **Nominee Director's Role:**
- A nominee director is appointed to represent the interests of a financial institution or other stakeholders. Their role is crucial, and any changes in this position typically require formal procedures.

2. **Financial Institution's Request:**
- The financial institution has requested that "Y" replace "X" as the nominee director due to "X" being promoted and relocated.

3. **Chairman’s Involvement:**
- The request has been forwarded to the Chairman, who will likely need to approve the change.

### 2. **Actions to Take:**

1. **Review the Financial Institution’s Request:**
- **Confirm Requirements:** Verify the financial institution’s specific requirements for the nominee director role. This may include qualifications, experience, or other criteria.
- **Request Documentation:** Ensure you have any necessary documentation or formal requests from the financial institution regarding the change.

2. **Prepare for Chairman’s Approval:**
- **Inform the Chairman:** Provide all relevant information to the Chairman, including the reasons for the change, the qualifications of "Y," and any related documentation from the financial institution.
- **Propose the Change:** Formally propose the replacement of "X" with "Y" as the nominee director. Highlight why "Y" is suitable for the role and how the change will align with the financial institution’s requirements.

3. **Board Resolution:**
- **Draft Resolution:** Prepare a board resolution to approve the change in the nominee director position. This resolution should include details about the appointment of "Y" and the removal of "X."
- **Call a Board Meeting:** Schedule a board meeting to discuss and approve the resolution. Ensure all board members are informed and have the opportunity to vote on the matter.

4. **Communicate the Change:**
- **Notify the Financial Institution:** Once the board has approved the change, formally notify the financial institution of the new nominee director. Provide any required documentation or formal communication.
- **Update Records:** Update the company’s official records, including the register of directors and any other relevant records or databases.

5. **Formal Documentation:**
- **File with Regulatory Authorities:** Depending on your jurisdiction, you may need to file the changes with relevant regulatory authorities or update official records such as with the Registrar of Companies.

### Sample Board Resolution:

---

**[Company Letterhead]**

**Date:** [Insert Date]

**To,**
**The Board of Directors,**
**[Company Name],**
**[Company Address],**
**[City, State, PIN Code]**

**Subject:** Board Resolution for Replacement of Nominee Director

**Resolution:**

**Resolved that** in accordance with the request from [Financial Institution’s Name] and due to the promotion and relocation of Mr. [X’s Full Name], it is hereby resolved that Mr. [Y’s Full Name] be appointed as the new nominee director of the company, effective [Effective Date].

**Further Resolved that** Mr. [X’s Full Name] be removed as the nominee director and that Mr. [Y’s Full Name] be authorized to represent the financial institution’s interests in all relevant matters.

**Further Resolved that** the Company Secretary is authorized to file the necessary documents with the Registrar of Companies and notify the financial institution of this change.

**Resolved by:**

**[Signature of Chairman]**
**[Name of Chairman]**
**[Position]**

**[Signature of Board Members]**
**[Names and Positions of Other Board Members]**

---

### Conclusion

To effectively manage the transition of the nominee director, ensure clear communication with both the Chairman and the financial institution. Follow formal procedures, update records accordingly, and comply with any regulatory requirements. This will facilitate a smooth transition and maintain the company’s compliance with stakeholder requirements.

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