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.
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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
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
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
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