The Non Executive Director Agreement is a crucial document used when appointing independent directors to a company's board in Canada. It is essential for establishing clear parameters of the relationship between the company and its non-executive directors, ensuring compliance with Canadian corporate law requirements, including the Canada Business Corporations Act and provincial regulations. This agreement becomes necessary when companies seek to enhance their corporate governance through independent oversight, particularly in cases of public companies, large private corporations, or organizations requiring additional expert guidance at the board level. The document typically includes comprehensive details about the appointment, duties, remuneration, and liability protections, while addressing specific Canadian regulatory requirements regarding director independence, conflicts of interest, and corporate governance standards. It serves as a vital tool for protecting both the company's and the director's interests while promoting transparency and accountability in corporate governance.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identification of the company and the non-executive director
2. Background: Context of the appointment and brief description of the company
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the appointment, commencement date, and duration
5. Duties and Responsibilities: Core responsibilities, time commitment, and specific board duties
6. Independence Requirements: Conditions and obligations to maintain independence as per regulatory requirements
7. Time Commitment: Expected time allocation for board meetings, committee work, and other duties
8. Remuneration: Details of fees, payment terms, and expenses policy
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest
11. Insurance and Indemnity: Directors' and Officers' liability insurance and indemnification provisions
12. Termination: Circumstances and procedures for ending the appointment
13. General Provisions: Standard legal clauses including governing law, notices, and entire agreement
1. Committee Appointments: Specific duties and additional remuneration for committee roles, included when the director will serve on specific committees
2. Share Dealing: Rules and procedures for trading in company shares, required for listed companies
3. Additional Services: Terms for providing services beyond standard director duties, included when additional consulting or advisory services are anticipated
4. Technology and Equipment: Provisions regarding company-provided equipment and technology, included when specific tools or resources are provided
5. International Travel: Specific provisions for international travel and related expenses, included for companies with international operations
6. Intellectual Property: IP rights and obligations, included when the director may be involved in strategic or technical developments
7. Post-Termination Restrictions: Non-compete and non-solicitation clauses, included when protecting against specific competitive risks
1. Schedule 1 - Board Charter: Detailed board governance guidelines and procedures
2. Schedule 2 - Code of Conduct: Company's code of conduct and ethical standards
3. Schedule 3 - Committee Terms of Reference: Terms of reference for specific committees the director may join
4. Schedule 4 - Expense Policy: Detailed policy on claiming and reimbursement of expenses
5. Schedule 5 - Share Dealing Code: Detailed procedures for trading in company shares
6. Appendix A - Declaration of Interests Form: Template for declaring potential conflicts of interest
7. Appendix B - Consent to Act: Formal consent to act as director and related statutory declarations
Find the exact document you need
Medical Director Contract
A Canadian-law governed agreement establishing employment terms and conditions for a Medical Director position in a healthcare organization, including administrative and clinical responsibilities.
Download
Nominee Director Contract
A Canadian-law governed agreement establishing the appointment and terms of service for a nominee director, including their duties, rights, and obligations.
Download
Director Exit Agreement
A Canadian-law governed agreement that formalizes a director's departure from a company's board, including separation terms and ongoing obligations.
Download
Director And Officer Indemnification Agreement
A Canadian-law governed agreement establishing the terms for indemnifying corporate directors and officers against liabilities incurred in their official capacities.
Download
Managing Director Agreement
A Canadian law-governed employment agreement establishing terms and conditions for a Managing Director position, including duties, compensation, and protective covenants.
Download
Executive Director Independent Contractor Agreement
A Canadian-law governed agreement establishing an independent contractor relationship for executive director services, including governance, compensation, and compliance terms.
Download
Director Settlement Agreement
A Canadian law-governed agreement documenting terms and conditions of a director's departure from a company's board, including settlement terms and mutual obligations.
Download
Director Appointment Agreement
A Canadian law-governed agreement establishing the terms and conditions for appointing an individual to serve as a company director.
Download
Casting Director Agreement
A Canadian-law governed agreement between a production company and casting director establishing terms for casting services, compensation, and mutual obligations.
Download
Nominee Director Indemnity Agreement
A Canadian law agreement providing indemnification protection for nominee directors serving on corporate boards, aligned with federal and provincial corporate legislation.
Download
Director Profit Sharing Agreement
A Canadian-law governed agreement establishing terms for director participation in company profit sharing, including calculation methods and payment conditions.
Download
Director Confidentiality Agreement
A Canadian-law governed agreement establishing confidentiality obligations for corporate directors, defining protected information and enforcement mechanisms.
Download
Director Shareholder Agreement
A Canadian legal agreement establishing rights and obligations between director-shareholders of a corporation, governed by federal and provincial corporate laws.
Download
Director Fee Agreement
A Canadian-law governed agreement establishing the compensation terms between a company and its board director, including fee structure and payment terms.
Download
Independent Director Agreement
A Canadian-law governed agreement establishing the appointment and terms of service for an independent director, including duties, compensation, and independence requirements.
Download
Directors Loan Agreement
A Canadian law-governed agreement establishing terms for a loan between a corporation and its director(s), including loan amount, interest, repayment terms, and compliance requirements.
Download
Company Director Agreement
A Canadian-law governed agreement establishing the terms and conditions of a director's appointment to a company's board, including their rights, duties, and obligations.
Download
Non Executive Director Agreement
A Canadian law-governed agreement establishing the appointment terms and conditions for a Non-Executive Director, including duties, responsibilities, and compliance requirements.
Download
Executive Director Employment Contract
A Canadian-law governed employment agreement establishing terms and conditions for an Executive Director's employment, including duties, compensation, and key protections.
Download
Directors Service Agreement
A Canadian law-governed agreement establishing the terms of service, duties, and compensation for a company director.
Download
Director Employment Contract
A Canadian-law governed employment agreement establishing terms and conditions for a corporate director's engagement, including duties, compensation, and obligations.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it