The Nominee Director Contract is essential in Canadian corporate governance structures where one entity requires representation on the board of another company through an appointed director. This document is commonly used in situations involving holding companies, subsidiary relationships, investor representation, or corporate group structures. The contract carefully delineates the nominee director's dual responsibilities: acting in the best interests of the company while representing the appointing entity's interests within legal bounds. It includes comprehensive provisions addressing appointment terms, compensation, liability protection, and reporting obligations, all within the framework of Canadian federal and provincial corporate laws. The agreement is particularly crucial for ensuring transparency, managing potential conflicts of interest, and maintaining proper corporate governance standards.
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1. Parties: Identification of the appointing company/shareholder and the nominee director
2. Background: Context of the appointment and purpose of the nominee directorship arrangement
3. Definitions: Key terms used throughout the agreement including 'Services', 'Board', 'Confidential Information', etc.
4. Appointment and Term: Terms of appointment, duration, and renewal provisions
5. Duties and Responsibilities: Core responsibilities of the nominee director including board participation and decision-making obligations
6. Authority and Limitations: Scope of the nominee director's authority and specific restrictions
7. Compensation: Fee structure, payment terms, and reimbursement of expenses
8. Reporting Requirements: Communication protocols and reporting obligations to the appointing party
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Fiduciary Duties: Acknowledgment and handling of fiduciary duties to the company
11. Indemnification: Protection and indemnification provisions for the nominee director
12. Termination: Grounds and procedures for terminating the agreement
13. General Provisions: Standard legal clauses including governing law, notices, and amendment procedures
1. Insurance: Requirements for directors' and officers' liability insurance, used when specific insurance arrangements are needed
2. Conflict Resolution: Specific procedures for handling conflicts between duties to appointing party and company, included when heightened risk of conflicts exists
3. Non-Competition: Restrictions on competitive activities, included when nominee director has access to sensitive competitive information
4. Multiple Appointments: Provisions regarding service on multiple boards, included when nominee director serves multiple companies
5. Power of Attorney: Specific powers granted to the nominee director, included when additional authority is required
6. Succession Planning: Procedures for replacement of the nominee director, included for long-term arrangements
1. Schedule A - Fee Schedule: Detailed breakdown of compensation, including base fees, meeting fees, and expense categories
2. Schedule B - Specific Duties: Detailed list of specific responsibilities and expectations
3. Schedule C - Company Policies: Relevant corporate policies the nominee director must comply with
4. Schedule D - Reporting Template: Standard format for regular reports to the appointing party
5. Schedule E - Insurance Requirements: Specific details of required insurance coverage
6. Appendix 1 - Board Meeting Schedule: Annual schedule of regular board meetings and commitments
7. Appendix 2 - Conflict Disclosure Form: Standard form for declaring potential conflicts of interest
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