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Director Fee Agreement

Director Fee Agreement Template for Switzerland

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Key Requirements PROMPT example:

Director Fee Agreement

"I need a Director Fee Agreement for a newly appointed independent director of our Swiss fintech startup, with a basic annual fee of CHF 80,000 and additional compensation for serving on the audit committee, starting March 1, 2025."

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Document background
The Director Fee Agreement serves as the primary contractual document establishing the compensation relationship between a Swiss company and its board members. This agreement is essential for both listed and private companies to formally document director remuneration arrangements in compliance with Swiss law, particularly the Code of Obligations and relevant corporate governance regulations. The document typically becomes necessary upon the appointment of a new director or when updating existing compensation arrangements. It encompasses all aspects of director compensation, including basic fees, committee fees, performance-based elements, and benefits, while ensuring alignment with Swiss tax and social security requirements. For listed companies, the agreement must also comply with the Ordinance against Excessive Compensation (³Õ±ð²µÃ¼³Õ/°¿¸é´¡²ú) and relevant stock exchange regulations.
Suggested Sections

1. Parties: Identification of the company and the director

2. Background: Context of the appointment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Confirmation of director position and duration

5. Director's Duties: Overview of core responsibilities and obligations

6. Fee Structure: Basic compensation amount and payment frequency

7. Payment Terms: Details of payment method, timing, and currency

8. Tax and Social Security: Treatment of statutory deductions and responsibilities

9. Expenses: Policy on reimbursement of business expenses

10. Termination: Conditions and process for ending the agreement

11. Confidentiality: Protection of company information

12. Governing Law: Confirmation of Swiss law application

13. Miscellaneous: Standard boilerplate provisions

Optional Sections

1. Performance Bonuses: Additional variable compensation based on performance metrics

2. Equity Participation: Share-based compensation or stock option provisions

3. Committee Fees: Additional compensation for serving on board committees

4. Insurance and Indemnification: D&O insurance and liability protection terms

5. Non-Competition: Restrictions on competing activities

6. Multiple Board Positions: Terms for serving on multiple group company boards

7. International Travel: Specific provisions for international duties

8. Compliance with VegüV: Additional provisions for listed companies under the Ordinance against Excessive Compensation

Suggested Schedules

1. Schedule 1 - Fee Structure: Detailed breakdown of all compensation components

2. Schedule 2 - Expense Policy: Detailed rules and procedures for expense claims

3. Schedule 3 - Performance Metrics: Specific KPIs for variable compensation

4. Schedule 4 - Group Companies: List of related entities if multiple directorships

5. Schedule 5 - Meeting Schedule: Expected board and committee meeting commitments

6. Appendix A - Tax Declaration: Required tax forms and declarations

7. Appendix B - Social Security Status: Documentation of social security position

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
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Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Professional Services

Energy

Telecommunications

Real Estate

Consumer Goods

Industrial

Transportation

Media and Entertainment

Agriculture

Construction

Education

Hospitality

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Governance

Company Secretariat

Board Office

Executive Office

Compensation Committee

Relevant Roles

Board Director

Non-Executive Director

Executive Director

Board Chairman

Committee Chairman

Company Secretary

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Legal

Corporate Governance Officer

Compliance Officer

HR Director

Compensation Committee Member

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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