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Company Director Agreement

Company Director Agreement Template for Switzerland

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement under Swiss law for appointing a new non-executive director to our pharmaceutical company's board, with specific provisions for handling clinical trial data confidentiality and multiple board committee memberships."

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Document background
The Company Director Agreement is a crucial document used when appointing new directors or formalizing existing directorship arrangements under Swiss law. It serves as the primary contract defining the legal relationship between a company and its director, incorporating requirements from the Swiss Code of Obligations and relevant corporate governance regulations. This document is essential for both listed and private companies in Switzerland, providing clear guidelines on director's duties, remuneration, liability, and compliance obligations. It helps protect both the company's and director's interests while ensuring transparency and good corporate governance. The agreement typically requires approval from the board or shareholders and must comply with Swiss regulatory requirements regarding director appointments and responsibilities.
Suggested Sections

1. Parties: Identification of the company and the director, including full legal names and addresses

2. Background: Context of the appointment and brief description of the company's business

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Comprehensive list of director's duties under Swiss law and company requirements

6. Time Commitment: Expected time dedication to the role and availability requirements

7. Remuneration: Director's fees, payment terms, and review mechanism

8. Expenses: Policy on reimbursement of expenses incurred in role performance

9. Confidentiality: Obligations regarding company confidential information

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

11. Company Policies: Obligation to comply with company policies and procedures

12. Termination: Grounds and procedures for termination of the appointment

13. Post-Termination Obligations: Continuing obligations after the end of appointment

14. Data Protection: Compliance with Swiss data protection laws and data handling obligations

15. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

Optional Sections

1. Executive Director Provisions: Additional terms for directors with executive/operational responsibilities

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

3. Insurance and Indemnity: Details of D&O insurance and company indemnification

4. Additional Board Roles: Terms for specific committee memberships or special responsibilities

5. International Travel: Specific provisions for directors requiring significant international travel

6. Non-Competition: Post-termination restrictions on competitive activities

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

8. Multiple Directorships: Terms regarding holding directorships in other companies

Suggested Schedules

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

2. Schedule 2 - Position Description: Detailed description of the director's role and responsibilities

3. Schedule 3 - Company Policies: List of key company policies applicable to directors

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

5. Schedule 5 - Share Option Terms: Detailed terms of any share option schemes

6. Appendix A - Code of Conduct: Company's code of conduct for directors

7. Appendix B - Conflict of Interest Policy: Detailed policy on handling conflicts of interest

8. Appendix C - Expense Policy: Detailed policy on expense claims and reimbursement

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

Banking

Insurance

Manufacturing

Technology

Pharmaceuticals

Healthcare

Retail

Energy

Telecommunications

Professional Services

Real Estate

Construction

Transportation

Consumer Goods

Industrial

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Administration

Company Secretariat

Human Resources

Compliance

Risk Management

Finance

Executive Office

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Chairman of the Board

Vice-Chairman

Committee Chairman

Resident Director

Group Director

Division Director

Regional Director

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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