The Nominee Director Agreement is essential for businesses requiring professional director services in Ireland, particularly in situations involving international corporate structures, special purpose vehicles, or where local directorship is required for regulatory compliance. This document is commonly used when companies need to establish or maintain a corporate presence in Ireland while ensuring proper governance and compliance with local regulations. The agreement carefully balances the nominee director's independent statutory obligations under Irish law with their duty to act in accordance with the appointing party's instructions. It includes comprehensive provisions addressing anti-money laundering requirements, beneficial ownership reporting, and corporate governance standards as required by Irish legislation, particularly the Companies Act 2014 and related regulatory frameworks. The document is crucial for protecting both the nominee director and the appointing party by clearly defining roles, responsibilities, and liability limitations.
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1. Parties: Identification of the appointing company/shareholder and the nominee director
2. Background: Context of the appointment, including the company for which the nominee directorship is required
3. Definitions: Key terms used throughout the agreement including 'Services', 'Company', 'Appointing Party', etc.
4. Appointment and Term: Terms of appointment, duration, and renewal conditions
5. Duties and Responsibilities: Core responsibilities of the nominee director, including statutory duties under Companies Act 2014
6. Authority and Instructions: Scope of authority and process for receiving/acting on instructions from the appointing party
7. Compliance Requirements: Obligations regarding legal compliance, especially AML and beneficial ownership regulations
8. Fees and Expenses: Compensation structure, payment terms, and reimbursable expenses
9. Indemnification: Protection and indemnification provisions for the nominee director
10. Termination: Circumstances and process for terminating the agreement
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Insurance: Requirements for professional indemnity insurance - include when the nominee director is expected to maintain specific insurance coverage
2. Regulatory Compliance: Additional provisions for regulated entities - include when the company operates in a regulated sector
3. Power of Attorney: Provisions regarding power of attorney arrangements - include when the nominee director needs specific authorization to act
4. Non-Competition: Restrictions on competing activities - include when exclusivity is required
5. Succession Planning: Provisions for replacement of the nominee director - include for long-term arrangements
6. Dispute Resolution: Detailed dispute resolution procedures - include for international arrangements or high-value appointments
1. Schedule 1 - Services: Detailed description of the nominee director services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment terms, and expense categories
3. Schedule 3 - Company Information: Details of the company(ies) for which nominee directorship is provided
4. Schedule 4 - Compliance Requirements: Specific compliance obligations and procedures
5. Appendix A - Power of Attorney: Form of power of attorney (if applicable)
6. Appendix B - Declaration of Trust: Declaration confirming the nominee arrangement (if required)
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