The Company Director Agreement is a fundamental governance document used when appointing new directors to a company's board in Canada. This agreement is essential for both public and private companies operating under Canadian jurisdiction, providing a clear framework for the director-company relationship. The document must comply with the Canada Business Corporations Act and relevant provincial legislation, addressing key aspects such as fiduciary duties, corporate governance requirements, and regulatory compliance. It serves as a crucial risk management tool by clearly defining expectations, responsibilities, and liabilities, while protecting both the company's and the director's interests. The agreement is particularly important in today's complex business environment where director accountability and corporate governance standards are increasingly scrutinized.
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1. Parties: Identifies the company and the director entering into the agreement
2. Background: Provides context for the appointment and any relevant company information
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details of the director's appointment, including start date and duration
5. Duties and Responsibilities: Comprehensive outline of the director's duties, both statutory and specific to the company
6. Time Commitment: Expected time dedication to the role
7. Remuneration: Details of fees, salary, or other compensation
8. Expenses: Policy on reimbursement of expenses
9. Confidentiality: Obligations regarding confidential information
10. Conflicts of Interest: Procedures for declaring and handling conflicts
11. Board Meetings and Procedures: Requirements for attendance and participation
12. Termination: Circumstances and procedures for ending the appointment
13. Company Policies: Obligation to comply with company policies
14. Governing Law: Specifies Canadian law as governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Share Qualification: Required if directors must hold a minimum number of shares
2. Insurance and Indemnification: Detailed provisions for D&O insurance and indemnification
3. Intellectual Property: Required for executive directors or those involved in product development
4. Non-Competition: Restrictions on competing activities, typically for executive directors
5. Non-Solicitation: Restrictions on soliciting employees/clients, typically for executive directors
6. Performance Evaluation: Process for reviewing director's performance
7. Additional Directorships: Rules about holding other board positions
8. Committee Participation: Required for specific committee assignments
9. Equity Compensation: Required if director receives shares or options
10. Training and Development: Professional development requirements and support
1. Schedule A - Position Description: Detailed description of specific roles and responsibilities
2. Schedule B - Remuneration Details: Comprehensive breakdown of compensation structure
3. Schedule C - Company Policies: List of relevant policies the director must comply with
4. Schedule D - Board Charter: Key governance documents and board procedures
5. Schedule E - Consent to Act: Formal consent to act as director as required by law
6. Schedule F - Declaration of Interests: Initial declaration of any existing conflicts or interests
7. Appendix 1 - D&O Insurance Details: Summary of directors' and officers' insurance coverage
8. Appendix 2 - Share Qualification Requirements: Details of any required share ownership
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