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Non Executive Director Agreement

Non Executive Director Agreement Template for Switzerland

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for a Swiss fintech startup planning to IPO in 2025, with specific focus on technology sector experience requirements and pre-IPO preparations."

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Document background
The Non Executive Director Agreement is a crucial document used when appointing independent directors to Swiss company boards, ensuring compliance with Swiss corporate law and governance requirements. This agreement is essential for establishing clear parameters of the non-executive role, including independence criteria, fiduciary duties, and compliance obligations under the Swiss Code of Obligations. It's particularly important for companies seeking to strengthen their corporate governance through independent oversight, whether they are private enterprises or listed companies subject to additional regulatory requirements. The document typically incorporates specific Swiss legal requirements regarding director liability, confidentiality obligations, and corporate responsibility, while also addressing practical aspects such as meeting attendance, committee participation, and remuneration structures.
Suggested Sections

1. Parties: Identification of the Company and the Non-Executive Director

2. Background: Context of the appointment and brief description of the Company

3. Definitions: Key terms used throughout the agreement

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

5. Duties and Responsibilities: Core duties, including statutory obligations under Swiss law and specific board responsibilities

6. Time Commitment: Expected time dedication for board meetings, committee work, and other duties

7. Independence Requirements: Confirmation of independence status and ongoing obligations to maintain independence

8. Remuneration: Fee structure, payment terms, and expenses policy

9. Confidentiality: Obligations regarding confidential information and trade secrets

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

11. Liability and Insurance: Director liability provisions and D&O insurance coverage

12. Termination: Circumstances and procedures for ending the appointment

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

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

Optional Sections

1. Committee Appointments: Used when the NED will serve on specific board committees

2. Share Dealings: Required for listed companies, covering rules for trading in company shares

3. Additional Directorships: Included when specific restrictions on other board positions are needed

4. Intellectual Property: Required when the NED may be involved in strategic or technical developments

5. Training and Development: Included for first-time directors or when specific training is required

6. International Travel: Needed when role requires significant international travel

7. Regulatory Compliance: Required for regulated sectors like financial services

8. Succession Planning: Included when specific handover requirements are needed

Suggested Schedules

1. Schedule 1 - Board and Committee Meeting Schedule: Annual calendar of scheduled board and committee meetings

2. Schedule 2 - Fee Structure: Detailed breakdown of fees, including committee fees and expense policies

3. Schedule 3 - Company Policies: Key corporate policies applicable to board members

4. Schedule 4 - Articles of Association Extract: Relevant provisions from the company's articles affecting NEDs

5. Schedule 5 - D&O Insurance Details: Summary of directors' and officers' liability insurance coverage

6. Schedule 6 - Conflict of Interest Declaration: Initial declaration of any existing conflicts of interest

7. Appendix A - Board Charter: Company's board charter or terms of reference

8. Appendix B - Committee Terms of Reference: Terms of reference for relevant board committees

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




































Clauses






































Relevant Industries

Financial Services

Banking

Insurance

Pharmaceuticals

Manufacturing

Technology

Healthcare

Consumer Goods

Energy

Telecommunications

Professional Services

Real Estate

Chemical Industry

Transportation & Logistics

Life Sciences

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Risk Management

Human Resources

Corporate Affairs

Investor Relations

Internal Audit

Executive Office

Relevant Roles

Board Chairman

Non-Executive Director

Independent Director

Board Committee Chair

Company Secretary

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Governance Officer

Compliance Director

Head of Board Affairs

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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