The Non Executive Director Agreement is a crucial document used when appointing independent directors to a company's board in Ireland. It serves to formalize the relationship between the company and the Non-Executive Director, ensuring compliance with the Companies Act 2014 and corporate governance best practices. This agreement is essential for organizations seeking to enhance board independence, strengthen oversight, and demonstrate good governance. It typically includes detailed provisions on director duties, independence requirements, confidentiality obligations, and remuneration terms. The document is particularly important for regulated entities, listed companies, and organizations required to maintain specific governance standards under Irish law.
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1. Parties: Identification of the Company and the Non-Executive Director
2. Background: Context of the appointment and brief description of the Company's business
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the appointment, term length, and renewal provisions
5. Role and Duties: Specific responsibilities and duties as a Non-Executive Director
6. Time Commitment: Expected time dedication, including board meetings and committee participation
7. Independence Requirements: Conditions and obligations to maintain independence
8. Board Committees: Participation in board committees and related responsibilities
9. Remuneration: Fees, expenses, and payment terms
10. Confidentiality: Obligations regarding confidential information and company secrets
11. Conflicts of Interest: Procedures for declaring and handling conflicts of interest
12. Insurance and Indemnity: Directors' and Officers' liability insurance coverage and indemnification provisions
13. Termination: Circumstances and procedures for ending the appointment
14. Return of Property: Obligations regarding company property upon termination
15. General Provisions: Standard legal clauses including governing law, entire agreement, and notices
1. Share Dealing: Required if the company is listed, covering restrictions on share trading and disclosure requirements
2. Additional Appointments: Include if there are specific restrictions or requirements regarding other directorships
3. Performance Review: Include if formal performance evaluation procedures are required
4. Technology and Data Protection: Include if specific provisions about use of technology and data handling are needed
5. Training and Development: Include if specific training requirements or professional development expectations exist
6. Intellectual Property: Include if the role involves creation or handling of intellectual property
7. Corporate Governance Requirements: Include for regulated entities or companies subject to specific governance codes
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Remuneration Details: Detailed breakdown of fees, expenses, and benefits
3. Schedule 3 - Company Policies: List of relevant company policies the director must comply with
4. Schedule 4 - Board and Committee Meeting Schedule: Annual schedule of regular board and committee meetings
5. Appendix A - Declaration of Interests Form: Template for declaring potential conflicts of interest
6. Appendix B - Confidentiality Agreement: Detailed confidentiality terms and requirements
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