The Directors Service Agreement is a fundamental document used when appointing executive directors to Irish companies, establishing the legal framework for the relationship between the company and its director. It is particularly crucial for ensuring compliance with Irish company law, especially the Companies Act 2014, and corporate governance requirements. This agreement is typically implemented when appointing new directors or updating terms for existing directors, containing comprehensive provisions covering appointment terms, duties, remuneration, benefits, confidentiality obligations, and post-termination restrictions. The document serves multiple purposes: protecting the company's interests, ensuring clear understanding of the director's roles and responsibilities, and providing security and clarity for the director regarding their position and entitlements. It's essential for both private and public companies operating under Irish jurisdiction and should be regularly reviewed to ensure continued compliance with evolving legal requirements.
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1. Parties: Identifies the company and the director entering into the agreement
2. Background: Context of the appointment and any relevant corporate history or circumstances
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Appointment and Term: Details of the appointment, position, and duration (fixed term or indefinite)
5. Duties and Responsibilities: Comprehensive outline of director's duties, including statutory, fiduciary, and specific role requirements
6. Time Commitment: Expected working hours and commitment level to the company
7. Location: Primary work location and any travel requirements
8. Remuneration: Base salary, review process, and payment terms
9. Benefits: Details of all benefits including pension, insurance, car allowance etc.
10. Expenses: Policy on business expenses and reimbursement
11. Holidays and Leave: Annual leave entitlement and holiday booking procedures
12. Confidentiality: Obligations regarding confidential information during and after employment
13. Intellectual Property: Assignment of IP rights created during directorship
14. Data Protection: Compliance with GDPR and handling of personal data
15. Termination: Grounds for termination, notice periods, and processes
16. Post-Termination Restrictions: Non-compete and non-solicitation clauses
17. Return of Company Property: Obligations regarding company property upon termination
18. Governing Law: Specification of Irish law as governing law
19. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and variations
1. Share Options: Include when the director is being offered share options or participation in share schemes
2. Bonus Arrangements: Include when specific performance-related bonuses are part of the compensation package
3. Board Committee Participation: Include when the director will serve on specific board committees
4. International Travel: Include when role requires significant international travel or overseas responsibilities
5. Garden Leave: Include when company wants right to place director on garden leave during notice period
6. Change of Control: Include provisions relating to change in company ownership
7. Director's Indemnity: Include specific indemnification provisions beyond standard D&O insurance
8. Subsidiary Directorships: Include when director will serve on boards of subsidiary companies
9. Conflict Resolution: Include specific dispute resolution procedures beyond court jurisdiction
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities of the role
2. Schedule 2 - Benefits Package: Comprehensive detail of all benefits and allowances
3. Schedule 3 - Share Option Terms: Details of any share option or equity participation schemes
4. Schedule 4 - Bonus Scheme Rules: Detailed rules and calculations for bonus arrangements
5. Schedule 5 - Company Policies: List of key company policies the director must comply with
6. Appendix A - Board Resolution: Copy of board resolution appointing the director
7. Appendix B - D&O Insurance Details: Summary of Directors and Officers liability insurance coverage
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