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Director Services Agreement
I need a director services agreement for a newly appointed non-executive director who will serve on the board of a mid-sized company. The agreement should outline a fixed annual fee, reimbursement of reasonable expenses, and a term of 3 years with an option for renewal, including confidentiality and conflict of interest clauses.
What is a Director Services Agreement?
A Director Services Agreement sets out the formal relationship between a company and its director, detailing their duties, compensation, and obligations under Irish company law. It differs from a standard employment contract because directors have special responsibilities under the Companies Act 2014 and must meet specific corporate governance requirements.
The agreement typically covers key aspects like board meeting attendance, strategic decision-making roles, confidentiality obligations, and conflict of interest protocols. It also outlines important terms about fees, expenses, insurance coverage, and the circumstances under which the directorship can end. Irish companies often use these agreements to protect both parties and ensure compliance with Office of the Director of Corporate Enforcement guidelines.
When should you use a Director Services Agreement?
Companies need a Director Services Agreement when appointing new board members or formalizing arrangements with existing directors, especially in regulated Irish industries like financial services or healthcare. This agreement becomes crucial during leadership transitions, company restructuring, or when bringing in non-executive directors with specific expertise.
The agreement proves particularly valuable when directors hold multiple board positions, work part-time, or provide specialized consulting services beyond standard board duties. It helps prevent misunderstandings about roles, protects intellectual property, and creates clear accountability under Irish corporate governance rules. Many companies implement these agreements during funding rounds or before major strategic changes to ensure smooth operations.
What are the different types of Director Services Agreement?
- Executive Director Agreements focus on full-time directors who manage daily operations, including detailed performance metrics and executive compensation packages
- Non-Executive Director Agreements outline part-time advisory roles, emphasizing independence and strategic oversight duties
- Professional Director Agreements suit directors serving on multiple Irish boards, addressing time commitments and potential conflicts
- Industry-Specific Agreements incorporate sector requirements, like Central Bank fitness and probity standards for financial services directors
- Founder-Director Agreements balance entrepreneurial flexibility with corporate governance requirements in startup environments
Who should typically use a Director Services Agreement?
- Company Boards: Approve and implement Director Services Agreements as part of their governance responsibilities
- Corporate Secretaries: Draft and maintain agreements, ensuring compliance with Irish company law requirements
- Executive Directors: Sign and follow these agreements while managing daily operations and strategic decisions
- Non-Executive Directors: Bound by specific terms covering their independent oversight and advisory roles
- Legal Advisors: Review and customize agreements to protect both company and director interests
- Company Shareholders: Often require these agreements as part of good corporate governance measures
How do you write a Director Services Agreement?
- Director Details: Collect full legal name, address, PPS number, and any existing directorships
- Role Specifics: Define exact duties, time commitments, and board committee responsibilities
- Compensation Terms: Document fees, expenses, benefits, and payment schedules
- Company Information: Gather company registration details, registered office, and board structure
- Legal Requirements: Review Companies Act 2014 obligations and industry-specific regulations
- Governance Policies: Include references to existing board policies and procedures
- Draft Review: Use our platform to generate a legally sound agreement that incorporates all essential elements
What should be included in a Director Services Agreement?
- Appointment Terms: Specific role, duration, and scope of directorship duties under Irish law
- Statutory Duties: References to director obligations under Companies Act 2014
- Remuneration: Clear outline of fees, benefits, expenses, and payment schedules
- Time Commitment: Expected hours, meeting attendance, and other board responsibilities
- Confidentiality: Protection of company information and trade secrets
- Conflicts of Interest: Disclosure requirements and handling procedures
- Termination Clauses: Conditions and processes for ending the directorship
- Data Protection: GDPR compliance and personal data handling protocols
What's the difference between a Director Services Agreement and a Director Appointment Agreement?
A Director Services Agreement is often confused with a Director Appointment Agreement, but they serve distinct purposes in Irish corporate governance. While both involve director roles, their scope and application differ significantly.
- Scope and Detail: Director Services Agreements are comprehensive documents covering ongoing duties, compensation, and performance expectations. Appointment Agreements focus primarily on the formal installation of a director to the board.
- Legal Requirements: Services Agreements fulfill Companies Act 2014 obligations regarding director duties and corporate governance. Appointment Agreements mainly satisfy basic statutory requirements for director registration.
- Duration and Terms: Services Agreements outline long-term relationships and operational details. Appointment Agreements typically handle the immediate process of joining the board.
- Commercial Elements: Services Agreements include detailed terms about fees, benefits, and performance metrics. Appointment Agreements rarely address commercial aspects in depth.
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