The Director Fee Agreement is a fundamental document used when appointing or reviewing the terms of engagement for company directors in Ireland. This agreement is essential for establishing clear parameters around director compensation, ensuring compliance with Irish company law and corporate governance requirements. The document typically addresses key aspects such as basic fees, committee fees, expense reimbursement, and performance-based compensation. It's particularly important in the context of Irish corporate governance, where transparency in director remuneration is emphasized under the Companies Act 2014. The Director Fee Agreement helps protect both the company and the director by clearly documenting expectations, responsibilities, and compensation arrangements, while ensuring alignment with regulatory requirements and market practices.
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1. Parties: Identifies the company and the director entering into the agreement
2. Background: Outlines the context of the appointment and the purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Specifies the role, effective date, and duration of the appointment
5. Director's Duties: Lists the core responsibilities and duties of the director under Irish law
6. Fee Structure: Details the basic fee amount, payment frequency, and method of payment
7. Tax and Deductions: Addresses tax treatment of fees and any statutory deductions
8. Expenses: Outlines policy on reimbursement of reasonable expenses
9. Time Commitment: Specifies expected time commitment for board and committee meetings
10. Confidentiality: Sets out obligations regarding confidential information
11. Termination: Details circumstances and process for terminating the agreement
12. Governing Law: Specifies Irish law as governing law and jurisdiction
1. Additional Roles: Required when director serves on specific committees or has additional responsibilities
2. Performance Reviews: Include for listed companies or when regular performance evaluation is required
3. Share-Based Compensation: Include when part of compensation includes shares or share options
4. Insurance and Indemnity: Optional section detailing D&O insurance coverage and indemnification
5. Compliance with Corporate Governance: Required for listed companies to address specific governance requirements
6. Multiple Directorships: Include when addressing rules about serving on other boards
7. Conflict of Interest: Detailed section when specific conflict situations need to be addressed
1. Schedule 1 - Fee Structure: Detailed breakdown of basic fees, committee fees, and any additional compensation
2. Schedule 2 - Duties and Responsibilities: Comprehensive list of specific duties and responsibilities
3. Schedule 3 - Board and Committee Meeting Schedule: Expected annual meeting schedule and time commitment
4. Schedule 4 - Expense Policy: Detailed policy on allowable expenses and reimbursement procedures
5. Appendix A - Company Policies: Reference to relevant company policies affecting directors
6. Appendix B - Corporate Governance Guidelines: Applicable corporate governance requirements and guidelines
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