Non Executive Director Agreement Template for Ireland

A Non Executive Director Agreement is a formal contract that governs the appointment and responsibilities of independent directors on Irish company boards. This document ensures compliance with the Companies Act 2014 and establishes clear expectations for board oversight, strategic guidance, and governance responsibilities. You need this agreement to formalize non-executive director appointments while protecting both the company and director through clearly defined terms.

When do you need this document?

You require a Non Executive Director Agreement when appointing independent directors to strengthen board governance and oversight. This is essential for companies seeking investment, preparing for listing, or operating in regulated sectors where independence requirements apply. The agreement becomes crucial when establishing board committees, enhancing strategic decision-making capabilities, or demonstrating compliance with corporate governance codes. You also need this document when regulatory bodies require independent director representation or when stakeholders demand enhanced board oversight and accountability.

Key legal considerations

The agreement must clearly define director independence criteria, ensuring compliance with relevant governance codes and regulatory requirements. You should include specific provisions covering director duties under the Companies Act 2014, including fiduciary responsibilities, care and skill obligations, and conflict of interest management. Time commitment clauses are essential, specifying expected board meeting attendance, committee participation, and additional responsibilities. The document should address confidentiality obligations, data protection compliance under GDPR, and whistleblowing protections under the Protected Disclosures Act 2014. Remuneration terms require careful consideration, including fee structures, expense reimbursement, and taxation obligations under Irish law. Termination provisions should cover resignation procedures, removal circumstances, and post-appointment obligations.

Legal requirements in Ireland

Under the Companies Act 2014, non-executive directors have the same legal duties as executive directors, including duties of care, skill, and diligence. The agreement must ensure directors understand their responsibilities for company strategy oversight, risk management, and regulatory compliance. For regulated companies, additional requirements may apply under Central Bank governance rules or sector-specific regulations. The document should address director and officers' insurance coverage, indemnification provisions, and liability limitations where legally permissible. Independence criteria must align with relevant governance codes, particularly for listed companies subject to Irish Stock Exchange requirements. Data protection obligations under GDPR must be clearly outlined, especially regarding access to confidential company information and stakeholder data.