The Director Appointment Agreement is a crucial document in Canadian corporate governance that formalizes the relationship between a company and its board members. This agreement is typically used when appointing new directors to either public or private companies and must comply with the Canada Business Corporations Act and relevant provincial legislation. The document sets out comprehensive terms covering appointment duration, duties, remuneration, confidentiality obligations, and termination provisions. It serves as a protective measure for both the company and the director by clearly defining expectations, responsibilities, and legal obligations. The agreement should be customized based on whether the company is publicly traded or privately held, as additional securities law requirements may apply for public companies.
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1. Parties: Identification of the company and the proposed director
2. Background: Context of the appointment and brief description of the company's business
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Formal appointment of the director and duration of the appointment
5. Director's Duties and Responsibilities: Core statutory and fiduciary duties, board meeting attendance, and other key responsibilities
6. Time Commitment: Expected time allocation for director duties
7. Remuneration: Director's fees, meeting fees, and payment terms
8. Expenses: Policy on reimbursement of expenses incurred in role performance
9. Confidentiality: Obligations regarding confidential information
10. Conflicts of Interest: Procedure for declaring and handling conflicts
11. Termination: Circumstances and procedures for ending the appointment
12. Company Policies: Compliance with corporate governance and other company policies
13. Governing Law: Specification of Canadian law as governing law
14. Entire Agreement: Standard integration clause
15. Execution: Signature blocks and execution details
1. Additional Roles: Used when the director will serve on specific committees or have additional responsibilities
2. Share Qualification: Include if directors are required to hold shares in the company
3. Insurance and Indemnification: Detailed provisions about D&O insurance and corporate indemnification
4. External Commitments: Include if there are specific restrictions or permissions regarding other directorships or business activities
5. Performance Review: Include if formal review processes are part of the appointment
6. Intellectual Property: Include if the director may be involved in creating IP in their role
7. Non-Competition: Include if specific competitive restrictions are required
8. Special Voting Requirements: Include for specific voting arrangements or requirements
1. Schedule A - Remuneration Details: Detailed breakdown of fees, allowances, and payment schedules
2. Schedule B - Company Policies: List of relevant corporate policies the director must comply with
3. Schedule C - Board Charter: Charter outlining board operations and governance principles
4. Schedule D - Committee Assignments: List of committee appointments and related responsibilities
5. Appendix 1 - Consent to Act: Formal consent to act as director as required by Canadian law
6. Appendix 2 - Declaration of Interests: Initial declaration of any relevant interests or potential conflicts
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