¶¶Òõ¶ÌÊÓƵ

All Countries
Corporate Governance
Independent Director Agreement

Independent Director Agreement Template for Canada

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Independent Director Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Independent Director Agreement

"I need a standard Independent Director Agreement for our Vancouver-based tech startup, with basic compensation terms and standard confidentiality provisions, starting January 2025."

Celebrated by
Collaborations with
Investors
Document background
The Independent Director Agreement is a crucial document used when appointing independent members to a corporation's board of directors in Canada. It ensures compliance with the Canada Business Corporations Act (CBCA), provincial securities laws, and corporate governance best practices. The agreement is essential for establishing clear parameters around the independent director's role, maintaining proper corporate governance, and protecting both the corporation and the director. It typically includes comprehensive details about independence requirements, fiduciary duties, compensation, liability protection, and confidentiality obligations. This document is particularly important for public companies, regulated entities, and organizations seeking to maintain strong corporate governance practices in the Canadian business environment.
Suggested Sections

1. Parties: Identification of the company and the independent director

2. Background: Context of the appointment and confirmation of director's independence

3. Definitions: Key terms used throughout the agreement including 'Independence' as defined by applicable regulations

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Independence Requirements: Specific criteria and ongoing obligations to maintain independent status

6. Duties and Responsibilities: General director duties, fiduciary obligations, and specific responsibilities

7. Time Commitment: Expected time dedication for board meetings, committee meetings, and other duties

8. Compensation and Benefits: Director fees, meeting fees, and any other compensation arrangements

9. Expenses: Policy on reimbursement of expenses incurred in role performance

10. Confidentiality: Obligations regarding confidential information and company secrets

11. Conflicts of Interest: Procedures for declaring and handling potential conflicts

12. Insurance and Indemnification: D&O insurance coverage and indemnification provisions

13. Termination: Circumstances and procedures for ending the appointment

14. Governing Law: Applicable law and jurisdiction

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Committee Appointments: Specific duties and additional compensation for committee roles - include when director will serve on specific committees

2. Share-Based Compensation: Details of any stock options or share grants - include when equity compensation is part of the package

3. Technology and Resources: Provisions regarding company-provided equipment and resources - include when company provides specific tools or technology

4. Intellectual Property: IP rights and assignments - include when director may be involved in IP creation

5. Non-Competition: Restrictions on competing activities - include when required by company policy

6. Security Clearance: Requirements for maintaining security clearance - include for regulated industries or government-related entities

7. Media and Public Statements: Guidelines for public communications - include for public companies or high-profile organizations

Suggested Schedules

1. Schedule A - Independence Questionnaire: Detailed questionnaire confirming director's independence status

2. Schedule B - Board and Committee Meeting Schedule: Annual calendar of planned meetings and time commitments

3. Schedule C - Compensation Structure: Detailed breakdown of all compensation elements

4. Schedule D - Code of Conduct: Company's code of conduct and governance policies

5. Schedule E - D&O Insurance Policy Summary: Summary of director insurance coverage

6. Appendix 1 - Consent to Act as Director: Formal consent form required by corporate law

7. Appendix 2 - Related Party Disclosure Form: Form for declaring any related party relationships

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Healthcare

Manufacturing

Energy

Mining

Retail

Real Estate

Transportation

Telecommunications

Professional Services

Education

Non-Profit Organizations

Crown Corporations

Public Sector

Consumer Goods

Relevant Teams

Legal

Corporate Governance

Board of Directors

Corporate Secretariat

Compliance

Human Resources

Executive Leadership

Risk Management

Internal Audit

Investor Relations

Relevant Roles

Independent Director

Board Chairman

Corporate Secretary

General Counsel

Chief Legal Officer

Chief Executive Officer

Board Committee Chair

Chief Compliance Officer

Corporate Governance Officer

Chief Financial Officer

Head of Legal Affairs

Company Secretary

Board Administrator

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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.

find out more

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.

find out more

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.

find out more

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.

find out more

Managing Director Agreement

A Canadian law-governed employment agreement establishing terms and conditions for a Managing Director position, including duties, compensation, and protective covenants.

find out more

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.

find out more

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.

find out more

Director Appointment Agreement

A Canadian law-governed agreement establishing the terms and conditions for appointing an individual to serve as a company director.

find out more

Casting Director Agreement

A Canadian-law governed agreement between a production company and casting director establishing terms for casting services, compensation, and mutual obligations.

find out more

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.

find out more

Director Profit Sharing Agreement

A Canadian-law governed agreement establishing terms for director participation in company profit sharing, including calculation methods and payment conditions.

find out more

Director Confidentiality Agreement

A Canadian-law governed agreement establishing confidentiality obligations for corporate directors, defining protected information and enforcement mechanisms.

find out more

Director Shareholder Agreement

A Canadian legal agreement establishing rights and obligations between director-shareholders of a corporation, governed by federal and provincial corporate laws.

find out more

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.

find out more

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.

find out more

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.

find out more

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.

find out more

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.

find out more

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.

find out more

Directors Service Agreement

A Canadian law-governed agreement establishing the terms of service, duties, and compensation for a company director.

find out more

Director Employment Contract

A Canadian-law governed employment agreement establishing terms and conditions for a corporate director's engagement, including duties, compensation, and obligations.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s 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

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.