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A Director Agreement sets out the rights, duties, and expectations between a company and its board director in Ireland. It covers essential items like compensation, time commitments, confidentiality obligations, and the director's core responsibilities under the Companies Act 2014.

The agreement protects both parties by clearly defining board meeting attendance requirements, conflict of interest policies, and grounds for termination. Most Irish companies use these agreements to ensure their directors understand their fiduciary duties and to maintain strong corporate governance standards in line with the Office of the Director of Corporate Enforcement guidelines.

Use a Director Agreement when appointing new board members to your Irish company or updating terms for existing directors. This agreement becomes especially important during leadership transitions, when bringing in non-executive directors, or when restructuring board responsibilities to meet Companies Act requirements.

Many companies implement Director Agreements before major corporate changes like mergers, fundraising rounds, or expansion plans. The agreement helps prevent future disputes by clearly documenting performance expectations, confidentiality obligations, and intellectual property rights. It's particularly valuable for establishing clear governance structures in growing companies or those preparing for increased regulatory scrutiny.

• Directors Service Agreement: Standard agreement outlining basic board duties and compensation terms
• Director Indemnification Agreement: Focuses on protecting directors from personal liability
• Managing Director Contract Of Employment: Combines directorship duties with executive management roles
• Executive Director Employment Contract: For directors with operational responsibilities
• Medical Director Contract Agreement: Specialized version for healthcare facility leadership

• Board Directors: Sign Director Agreements when joining boards, agreeing to duties under Irish company law and specific company requirements
• Company Secretaries: Draft and maintain these agreements, ensuring compliance with the Companies Act 2014
• Legal Counsel: Review and customize agreements to protect both company and director interests
• Shareholders: Often review key terms, especially in smaller companies or during significant appointments
• Corporate Governance Officers: Monitor compliance with agreement terms and report to the board on director performance
• ODCE Officials: May examine these agreements during company investigations or governance reviews

• Director Details: Gather full legal name, address, qualifications, and proposed role on the board
• Company Information: Compile CRO number, registered office, and current board composition
• Terms of Service: Define appointment duration, meeting commitments, and notice periods
• Compensation Package: Document fees, expenses, and any additional benefits
• Legal Requirements: Review Companies Act duties and company constitution requirements
• Confidentiality Scope: List specific sensitive information and trade secrets to protect
• Digital Platform: Use our template generator to ensure all mandatory elements are included correctly

• Appointment Terms: Specify role, duration, and board position under Companies Act 2014
• Duties Section: List statutory obligations, meeting attendance, and strategic responsibilities
• Compensation Details: Outline fees, expenses, benefits, and payment schedules
• Confidentiality Clause: Define protected information and post-directorship obligations
• Conflict Provisions: Address competing interests and disclosure requirements
• Termination Terms: Include resignation process and removal conditions
• GDPR Compliance: Detail data protection responsibilities and privacy standards
• Governing Law: Specify Irish law jurisdiction and enforcement provisions

A Director Agreement differs significantly from a Director Appointment Agreement in several key ways. While both documents relate to board positions, their scope and purpose serve distinct needs in Irish corporate governance.

• Scope and Duration: Director Agreements cover comprehensive terms of service, ongoing duties, and long-term relationships, while Appointment Agreements focus solely on the initial appointment process and basic position acceptance
• Legal Detail: Director Agreements include detailed provisions for compensation, confidentiality, and termination rights, whereas Appointment Agreements typically contain minimal terms focused on position acceptance
• Compliance Focus: Director Agreements address ongoing Companies Act obligations and corporate governance requirements, while Appointment Agreements mainly satisfy CRO filing requirements
• Timing: Appointment Agreements are executed first, followed by the more comprehensive Director Agreement that governs the entire service period