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A Director Appointment Agreement formalizes the selection and terms of service for new board members in Swiss companies. This binding contract outlines key responsibilities, compensation, and duration of the director's role, aligning with requirements under Swiss corporate law and the Code of Obligations.

The agreement typically covers confidentiality obligations, board meeting attendance, conflict of interest policies, and termination conditions. It protects both the company and director by clearly defining expectations, liability limitations, and compensation arrangements - making it an essential tool for good corporate governance in Swiss businesses, from SMEs to large corporations.

Use a Director Appointment Agreement when bringing new members onto your Swiss company's board of directors, particularly during key transitions like mergers, expansions, or leadership changes. This agreement becomes essential before the new director starts participating in board activities or accessing sensitive company information.

The timing matters most when appointing independent directors, implementing new governance structures, or when your company faces increased regulatory scrutiny. Swiss law requires clear documentation of director obligations - having this agreement in place before the first board meeting helps prevent misunderstandings about roles, responsibilities, and compensation while ensuring compliance with local corporate regulations.

• Standard Board Appointment: Basic version for private companies, covering core duties, compensation, and term length
• Executive Director Agreement: Enhanced version with additional provisions for directors who also serve in management roles
• Independent Director Version: Specialized agreement emphasizing autonomy and oversight responsibilities, common in listed companies
• Startup-Focused Agreement: Streamlined format with flexibility for rapid growth and potential exits
• Group Structure Agreement: Complex version for directors serving on multiple boards within Swiss corporate groups

• Board of Directors: Reviews and approves the final agreement, ensuring it aligns with company strategy and Swiss governance requirements
• Incoming Directors: Sign and comply with the agreement's terms, taking on specified duties and responsibilities
• Corporate Secretary: Prepares documentation, maintains records, and ensures proper filing with commercial registry
• Legal Counsel: Drafts and customizes agreements to meet specific company needs while ensuring compliance with Swiss law
• Shareholders: May need to approve certain director appointments, particularly in listed companies or when specified in articles of association

• Personal Details: Gather the director's full legal name, address, and professional qualifications
• Role Specifics: Define exact position, committee assignments, and expected time commitment
• Compensation Package: Document all forms of remuneration, including fees, expenses, and any stock options
• Company Information: Compile current board composition, reporting structure, and relevant corporate policies
• Legal Requirements: Check Swiss corporate law compliance needs and company articles of association
• Term Details: Specify appointment duration, renewal conditions, and termination procedures

• Appointment Terms: Precise role title, start date, and duration of appointment
• Duties & Powers: Detailed description of responsibilities under Swiss corporate law
• Compensation Structure: Clear outline of fees, expenses, and any performance-related benefits
• Confidentiality Obligations: Specific provisions for handling sensitive company information
• Conflict Resolution: Dispute handling procedures and applicable Swiss jurisdiction
• Termination Clauses: Conditions for early termination and notice periods
• Liability & Insurance: D&O insurance requirements and limitation of liability provisions

A Director Appointment Agreement differs significantly from a Director Services Agreement in several key aspects, though they're often confused in Swiss corporate governance. While both relate to director roles, their scope and application serve distinct purposes.

• Primary Purpose: Director Appointment Agreements focus on establishing board membership and governance authority, while Director Services Agreements detail specific operational services and deliverables
• Legal Framework: Appointment agreements align with Swiss corporate law requirements for board composition, while services agreements follow contract law principles for professional services
• Scope of Duties: Appointment agreements cover statutory board responsibilities and fiduciary duties, whereas services agreements outline specific executive or management tasks
• Duration Structure: Appointment terms typically align with board election cycles, while services agreements often follow project-based or fixed-term arrangements
• Compensation Model: Board fees and statutory benefits in appointment agreements versus service-based compensation in services agreements