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Directors Agreement

Directors Agreement Template for Ireland

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Key Requirements PROMPT example:

Directors Agreement

"I need a Directors Agreement for appointing a new executive director to our Irish technology startup, including share option provisions and specific responsibilities for overseeing our R&D department, with the appointment starting March 1, 2025."

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Document background
The Directors Agreement is a crucial document used when appointing new directors or formalizing existing director relationships within Irish companies. It serves as the primary contract governing the relationship between a company and its director, whether executive or non-executive. The agreement must comply with Irish law, particularly the Companies Act 2014, and typically includes comprehensive provisions covering appointment terms, duties, remuneration, confidentiality, and termination conditions. This document is essential for establishing clear governance structures, protecting both the company's and director's interests, and ensuring compliance with Irish corporate law and regulatory requirements. The agreement should be regularly reviewed and updated to reflect changes in legislation, corporate governance best practices, and specific company needs.
Suggested Sections

1. Parties: Identification of the company and the director

2. Background: Context of the appointment and any relevant company information

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the director's appointment, position, and duration

5. Duties and Responsibilities: Comprehensive outline of director's duties under Companies Act 2014 and specific company requirements

6. Time Commitment: Expected time dedication to the role

7. Remuneration and Benefits: Compensation package, including fees, benefits, and expenses

8. Board Meetings and Corporate Governance: Participation in board meetings and governance requirements

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest

11. Intellectual Property: Rights and obligations regarding company IP

12. Data Protection: Compliance with GDPR and data protection requirements

13. Termination: Circumstances and procedures for ending the appointment

14. Post-Termination Obligations: Continuing duties and restrictions after termination

15. General Provisions: Standard boilerplate clauses including governing law, notices, etc.

Optional Sections

1. Executive Duties: Additional section for executive directors detailing operational responsibilities

2. Share Options: Details of any share option schemes or equity participation

3. Performance Metrics: Specific KPIs and performance evaluation criteria

4. International Travel: Requirements and arrangements for international business travel

5. Insurance and Indemnification: Detailed provisions for D&O insurance and company indemnification

6. Restrictive Covenants: Non-compete and non-solicitation provisions if required

7. Committee Memberships: Specific committee roles and responsibilities

8. Regulatory Compliance: Industry-specific regulatory requirements (e.g., for financial services)

9. Training and Development: Provisions for ongoing professional development and training

Suggested Schedules

1. Schedule 1 - Remuneration Package: Detailed breakdown of all compensation elements

2. Schedule 2 - Position Description: Detailed role description and specific responsibilities

3. Schedule 3 - Company Policies: List of relevant company policies the director must comply with

4. Schedule 4 - Board Meeting Schedule: Annual schedule of regular board meetings

5. Schedule 5 - Performance Criteria: Detailed performance evaluation metrics and processes

6. Appendix A - Statutory Duties: Extract of relevant provisions from Companies Act 2014

7. Appendix B - Share Option Terms: Detailed terms of any share option or equity schemes

8. Appendix C - Expense Policy: Detailed policy on claiming expenses and allowances

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions







































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Energy

Real Estate

Construction

Telecommunications

Education

Non-Profit

Transportation

Media and Entertainment

Agriculture

Relevant Teams

Legal

Board of Directors

Corporate Governance

Executive Management

Human Resources

Company Secretariat

Compliance

Risk Management

Corporate Affairs

Finance

Relevant Roles

Executive Director

Non-Executive Director

Managing Director

Independent Director

Board Chairman

Chief Executive Officer

Finance Director

Company Secretary

Chief Operating Officer

Commercial Director

Technical Director

General Counsel

Head of Legal

HR Director

Compliance Officer

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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