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Director Appointment Agreement

Director Appointment Agreement Template for Switzerland

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Key Requirements PROMPT example:

Director Appointment Agreement

"I need a Director Appointment Agreement for appointing a non-executive director to our Swiss fintech startup's board, with specific provisions for technology sector expertise and startup governance requirements."

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Document background
The Director Appointment Agreement is a fundamental corporate governance document used when appointing new members to a company's board of directors in Switzerland. This agreement is essential for establishing clear terms of engagement between the company and its directors, ensuring compliance with Swiss corporate law, particularly the Swiss Code of Obligations (OR) and relevant corporate governance regulations. The document typically includes comprehensive details about the appointment, including role responsibilities, remuneration, confidentiality obligations, and termination provisions. It serves both listed and private companies across various sectors and is particularly important for maintaining proper corporate governance documentation and protecting both the company's and director's interests. The agreement should be tailored to reflect specific company requirements while ensuring compliance with Swiss legal framework and best practices in corporate governance.
Suggested Sections

1. Parties: Identification of the company and the appointed director

2. Background: Context of the appointment and brief company overview

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Official appointment, position title, and duration of appointment

5. Duties and Responsibilities: Core duties as a director and specific role responsibilities

6. Time Commitment: Expected time dedication and availability requirements

7. Remuneration: Director fees, payment terms, and any additional compensation

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

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Corporate Governance: Compliance with corporate governance requirements and company policies

11. Directors' and Officers' Insurance: Provisions for D&O insurance coverage

12. Termination: Circumstances and procedures for ending the appointment

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

14. Entire Agreement: Integration clause and relationship to other agreements

Optional Sections

1. Board Committee Participation: Required when director will serve on specific board committees

2. Share Qualification: Include if directors are required to hold shares in the company

3. Additional Directorships: Restrictions on holding other directorships, if applicable

4. Performance Evaluation: Include for listed companies or when formal evaluation processes exist

5. Intellectual Property: Required when director may be involved in IP creation

6. Non-Competition: Include if director will be subject to non-compete restrictions

7. Training and Development: Include for companies providing director development programs

8. Subsidiary Board Appointments: Required if director will serve on subsidiary boards

Suggested Schedules

1. Schedule 1 - Position Description: Detailed outline of director's role and responsibilities

2. Schedule 2 - Remuneration Details: Comprehensive breakdown of compensation package

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

4. Schedule 4 - Board Meeting Schedule: Annual calendar of scheduled board meetings

5. Schedule 5 - Declaration of Interests: Director's initial declaration of business interests

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

7. Appendix B - Corporate Governance Guidelines: Relevant corporate governance requirements and guidelines

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

Manufacturing

Technology

Healthcare

Retail

Energy

Telecommunications

Professional Services

Real Estate

Consumer Goods

Industrial

Insurance

Banking

Pharmaceuticals

Transportation

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Administration

Company Secretariat

Compliance

Human Resources

Executive Office

Risk Management

Internal Audit

Corporate Affairs

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Chairman of the Board

Vice Chairman

Lead Independent Director

Audit Committee Chair

Compensation Committee Chair

Governance Committee Chair

Risk Committee Chair

Board Secretary

General Counsel

Chief Executive Officer

Company Secretary

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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