# NOMINEE DIRECTOR AGREEMENT
Date: 27 January 2031
Parties: Redbrook Nominees Limited, Sable Ventures Limited and Redbrook Engineering Limited
## 1. Purpose and parties
Redbrook Nominees Limited appoints Priya Nair as nominee director of Redbrook Engineering Limited at the request of beneficial owner Sable Ventures Limited. The arrangement records an administrative channel and does not make Priya a servant of Sable or a person obliged to follow unlawful instructions.
## 2. Facts, scope and terms
Sable may provide written commercial information and proposed resolutions through the company secretary. Priya must exercise independent judgment, promote the success of Redbrook Engineering for its members as a whole, avoid conflicts, declare interests, protect confidential information and comply with Companies Act 2006 duties.
## 3. Process and responsibilities
Priya alone decides how to vote after considering the company's interests. She must refuse instructions involving fraud, sanctions evasion, improper distributions or breach of duty, and may seek independent legal advice. The company must give her board papers, adequate notice and access to records.
## 4. Evidence, records and safeguards
Sable will indemnify Priya for properly incurred liabilities to the extent lawful, but not for fraud, dishonesty or knowing breach. Insurance, fees of £1,200 quarterly and reimbursement of reasonable expenses are recorded; no indemnity contracts out of a statutory duty or makes the director a rubber stamp.
## 5. Review, escalation and outcome
Priya may resign on 20 business days' notice, immediately where continued office would be unlawful or unsafe. The board will minute appointment and resignation, update Companies House filings and maintain the register of directors and interests. A replacement requires proper corporate approval.
## 6. Reservations and practical protections
The parties will review conflicts quarterly and on a transaction. This agreement does not transfer beneficial ownership, alter creditor duties on insolvency or prevent a court, regulator or liquidator from examining conduct. A severed term is replaced only to the minimum lawful extent.
## 7. England and Wales law and completion
England and Wales law applies. Notices by hand, post to the registered office and email to legal@redbrook.example are separate permitted methods with receipt on delivery, two business days after posting or email confirmation. Authorised signatories complete this agreement on 27 January 2031.