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Directors Service Agreement Template for Canada

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Key Requirements PROMPT example:

Directors Service Agreement

"I need a Directors Service Agreement for a newly appointed independent director of our Toronto-based technology company, with specific provisions for remote board meeting attendance and equity-based compensation including stock options."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

Relevant legal definitions







































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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Energy

Mining

Real Estate

Retail

Telecommunications

Professional Services

Transportation

Construction

Agriculture

Education

Non-Profit

Relevant Teams

Legal

Human Resources

Corporate Governance

Compliance

Board Secretariat

Executive Office

Risk Management

Finance

Company Secretarial

Relevant Roles

Director

Executive Director

Non-Executive Director

Independent Director

Board Chair

Vice Chair

Committee Chair

Managing Director

Corporate Secretary

General Counsel

Chief Executive Officer

Chief Financial Officer

Head of Legal

Head of Compliance

Corporate Governance Officer

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

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