Director Appointment Agreement

Director Appointment Agreement Template for Canada

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Key Requirements PROMPT example:

"I need a Director Appointment Agreement for a technology startup in Ontario, appointing an independent director who will also chair our audit committee starting March 1, 2025; the agreement should include specific provisions about confidentiality and IP protection given our focus on AI development."

Document background

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.

Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Energy

Mining

Real Estate

Telecommunications

Retail

Professional Services

Transportation

Education

Non-Profit Organizations

Crown Corporations

Public Sector

Private Equity

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Human Resources

Executive Leadership

Corporate Affairs

Investor Relations

Risk Management

Administration

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Board Chair

Chief Executive Officer

Corporate Secretary

General Counsel

Chief Legal Officer

Head of Corporate Governance

Compliance Officer

Board Committee Chair

Chief Financial Officer

Company Secretary

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