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Non Executive Director Agreement

Non Executive Director Agreement Template for Canada

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for our Toronto-based technology startup that's planning to go public in 2025, with specific focus on cybersecurity oversight responsibilities and share option arrangements."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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

Professional Services

Telecommunications

Real Estate

Transportation

Consumer Goods

Education

Non-Profit Organizations

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Human Resources

Corporate Affairs

Risk Management

Executive Office

Shareholder Relations

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Counsel

Legal Director

Board Chairman

Non-Executive Director

Independent Director

Corporate Governance Officer

Compliance Officer

Chief Legal Officer

Head of Corporate Affairs

Board Relations Manager

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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