The Directors Service Agreement is a fundamental corporate governance document used when appointing or formalizing the engagement of a director to a company's board in Canada. This agreement is essential for both public and private companies operating under Canadian federal or provincial jurisdiction, establishing clear parameters for the director-company relationship. It comprehensively addresses appointment terms, compensation, duties, liabilities, and protections while ensuring compliance with relevant legislation such as the Canada Business Corporations Act or provincial equivalents. The agreement is particularly crucial in today's corporate environment where director responsibilities and liabilities have increased, and stakeholders demand greater transparency and accountability in corporate governance. It serves as a risk management tool by clearly defining expectations, obligations, and protections for both parties.
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1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the appointment and any relevant corporate history
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and renewal provisions
5. Duties and Responsibilities: Detailed description of director's duties, including statutory and fiduciary obligations
6. Time Commitment: Expected time dedication to the role, including board meetings and other commitments
7. Remuneration: Details of compensation, including fees, equity components, and payment terms
8. Expenses: Policy on reimbursement of expenses incurred in performing duties
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest
11. Insurance and Indemnification: Directors' and Officers' liability insurance and corporate indemnification provisions
12. Termination: Circumstances and procedures for termination of the agreement
13. Post-Termination Obligations: Continuing obligations after the agreement ends
14. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Share Options: Details of any share option schemes or equity-based compensation, used when the director receives equity compensation
2. Committee Responsibilities: Specific duties related to board committee memberships, included when the director serves on specific committees
3. International Travel: Provisions regarding international travel and related compensation, included for companies with international operations
4. Intellectual Property: IP rights and assignments, particularly relevant for directors involved in technical or creative aspects
5. Non-Competition: Restrictions on competing activities, included when protecting against competitive activities is crucial
6. Multiple Directorships: Provisions regarding serving on other boards, included when the director has or may have other directorships
7. Performance Metrics: Specific performance criteria and evaluation methods, included when compensation is linked to performance
1. Schedule A - Compensation Details: Detailed breakdown of all compensation components including fees, benefits, and equity arrangements
2. Schedule B - Board and Committee Meeting Schedule: Annual schedule of regular board and committee meetings
3. Schedule C - Company Policies: Key corporate policies the director must comply with
4. Schedule D - Permitted Outside Interests: List of pre-approved external commitments and directorships
5. Schedule E - D&O Insurance Details: Summary of Directors' and Officers' liability insurance coverage
6. Appendix 1 - Conflict of Interest Declaration: Form for declaring any existing or potential conflicts of interest
7. Appendix 2 - Expense Policy: Detailed policy on eligible expenses and reimbursement procedures
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