The Director Fee Agreement serves as a crucial governance document in Canadian corporate practice, establishing the formal compensation arrangement between a company and its board directors. This agreement is essential for both public and private companies to ensure transparency and compliance with corporate governance requirements. It is typically implemented upon the appointment of a new director or when updating existing compensation arrangements. The agreement comprehensively addresses all aspects of director compensation, including basic fees, committee fees, expense reimbursement, and any equity-based compensation. The document must comply with relevant Canadian federal and provincial corporate laws, securities regulations (for public companies), and tax requirements. A well-structured Director Fee Agreement helps prevent misunderstandings, ensures proper disclosure, and provides clear documentation for corporate records and regulatory compliance.
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1. Parties: Identifies the company and the director entering into the agreement
2. Background: Establishes the context of the agreement, including the director's appointment and the company's desire to formalize the fee arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Confirms the director's appointment and specifies the duration of the agreement
5. Director Fees: Details the basic fee structure, including annual retainer and/or meeting fees
6. Payment Terms: Specifies payment frequency, method, and any conditions for payment
7. Duties and Responsibilities: Outlines the director's key duties and responsibilities
8. Expenses: Details reimbursable expenses and the process for claiming them
9. Termination: Specifies circumstances and processes for terminating the agreement
10. Confidentiality: Establishes confidentiality obligations regarding company information
11. General Provisions: Standard legal clauses including governing law, entire agreement, and amendments
1. Equity Compensation: Details any stock options or share-based compensation (included for public companies or when equity compensation is offered)
2. Committee Fees: Specifies additional fees for serving on board committees (included when applicable)
3. Insurance and Indemnification: Details regarding D&O insurance coverage and indemnification (often included for public companies)
4. Non-Competition: Restrictions on competing activities (included when desired by the company)
5. Tax Matters: Special tax considerations and obligations (included for cross-border directors or complex tax situations)
6. Electronic Meetings: Provisions for virtual board meetings and associated fees (included when virtual meetings are contemplated)
7. Compliance with Securities Laws: Special provisions for public company directors regarding insider trading and reporting (included for public companies)
1. Fee Schedule: Detailed breakdown of all fees including annual retainer, meeting fees, and committee fees
2. Expense Policy: Company's policy on reimbursable expenses and claiming procedures
3. Board Meeting Schedule: Annual schedule of planned board meetings and commitments
4. Stock Option Plan Terms: Details of any equity compensation plan (if applicable)
5. Code of Conduct: Company's code of conduct and governance policies applicable to directors
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