The Confirmation Of Directorship Letter is a fundamental document in Canadian corporate governance, used when appointing new directors to a company's board. This document becomes necessary following a director's election or appointment, whether at an annual general meeting, special meeting, or through board resolution. It forms part of the company's essential corporate records and must comply with requirements under the Canada Business Corporations Act (CBCA) or relevant provincial corporation laws. The letter serves multiple purposes: it formally documents the appointment, sets out the terms and conditions of the directorship, clarifies expectations and responsibilities, and provides important information about compensation and liability protection. This document is particularly crucial for maintaining proper corporate governance records and ensuring both the company and the director have a clear, written understanding of their mutual obligations and expectations.
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1. Letter Header: Company letterhead, date, and director's contact information
2. Appointment Confirmation: Clear statement confirming appointment as director, including effective date
3. Term of Appointment: Duration of appointment and any renewal provisions
4. Basic Duties and Responsibilities: Overview of fundamental director duties under applicable corporate law
5. Time Commitment: Expected time commitment including board meetings and other obligations
6. Compensation: Director fees, meeting fees, and any other remuneration
7. Confidentiality: Basic confidentiality obligations
8. Insurance and Indemnification: Confirmation of D&O insurance coverage and indemnification provisions
9. Acceptance: Space for director's signature accepting the appointment and terms
1. Committee Appointments: Used when the director is also being appointed to specific board committees
2. Special Responsibilities: Include when director has additional specific roles or responsibilities
3. Share Qualification: Include if directors are required to hold a minimum number of shares
4. Conflict of Interest: Detailed conflict of interest provisions, if not covered in separate policy
5. Technology and Communication: Provisions for virtual meetings and electronic communications, if relevant
6. Professional Development: Include if there are specific training or development requirements
7. External Commitments: Include if there are restrictions on other directorships or business activities
1. Board Charter Summary: Summary of key provisions from the board charter
2. Committee Terms of Reference: If appointed to committees, summary of committee responsibilities
3. Code of Conduct: Summary of key provisions from the company's code of conduct
4. Meeting Schedule: Anticipated schedule of board meetings for the upcoming year
5. Remuneration Details: Detailed breakdown of compensation structure if complex
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Retail
Energy
Mining
Real Estate
Transportation
Telecommunications
Professional Services
Non-Profit Organizations
Education
Agriculture
Construction
Relevant Teams
Legal
Corporate Governance
Board of Directors
Executive Leadership
Compliance
Corporate Secretary Office
Risk Management
Human Resources
Relevant Roles
Board Director
Corporate Secretary
Chief Executive Officer
Chief Legal Officer
General Counsel
Board Chair
Company President
Chief Financial Officer
Chief Operating Officer
Vice President of Legal Affairs
Corporate Governance Officer
Compliance Officer
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