The Non Executive Director Service Agreement is a crucial document used when appointing independent board members to Irish companies. It is designed to comply with Irish company law, particularly the Companies Act 2014, and relevant corporate governance codes. This agreement is essential for establishing clear parameters around the non-executive role, including independence requirements, fiduciary duties, time commitments, and remuneration structures. It's particularly important for listed companies, regulated entities, and organizations seeking to enhance their corporate governance framework. The document addresses key aspects such as board committee participation, confidentiality obligations, and conflict of interest procedures, while ensuring compliance with Irish regulatory requirements and best practices in corporate governance.
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1. Parties: Identification of the company and the non-executive director
2. Background: Context of the appointment and confirmation of NED status
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and renewal provisions
5. Role and Duties: General and specific duties as per Companies Act 2014 and corporate governance requirements
6. Time Commitment: Expected time dedication and confirmation of availability
7. Board Committees: Participation in board committees and related responsibilities
8. Fees and Expenses: Compensation structure, payment terms, and expense reimbursement policy
9. Confidentiality: Obligations regarding confidential information during and after the appointment
10. Independence and Outside Interests: Requirements to maintain independence and declare conflicts of interest
11. Company Policies: Compliance with company policies and procedures
12. Termination: Circumstances and procedures for ending the appointment
13. Data Protection: Handling of personal data in compliance with GDPR
14. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Insurance and Indemnity: Details of D&O insurance and indemnification - optional if covered in company's constitution
2. Share Dealing: Required for listed companies or when director share ownership is permitted
3. Additional Directorships: Include when NED holds multiple board positions or specific restrictions are needed
4. Professional Development: Include when company provides training or development programs
5. Subsidiary Boards: Required when NED serves on subsidiary company boards
6. Virtual Board Meetings: Include specific provisions for virtual attendance if regularly used
7. Intellectual Property: Include when NED may be involved in strategic or technical developments
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Fee Structure: Detailed breakdown of fees, payment dates, and review mechanisms
3. Schedule 3 - Company Policies: List of key policies the NED must comply with
4. Schedule 4 - Board Committees: Details of committee assignments and specific responsibilities
5. Appendix A - Declaration of Interests: Template for declaring existing directorships and interests
6. Appendix B - Expense Policy: Detailed guidelines on claiming expenses and required documentation
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