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Independent Director Agreement
"I need an Independent Director Agreement under Swiss law for a technology startup planning to list on the SIX Swiss Exchange in March 2025, with specific provisions for stock options and involvement in the technology oversight committee."
1. Parties: Identification of the company and the independent director
2. Background: Context of the appointment and confirmation of director's independence
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and renewal provisions
5. Independence Confirmation: Director's confirmation of meeting independence criteria under Swiss law
6. Duties and Responsibilities: Core duties as per Swiss Code of Obligations and company requirements
7. Time Commitment: Expected time dedication and attendance requirements
8. Compensation: Base compensation, meeting fees, and payment terms
9. Expenses: Reimbursement policy and procedures
10. Confidentiality: Confidentiality obligations and handling of company information
11. Data Protection: Compliance with Swiss data protection laws
12. Liability and Indemnification: Scope of liability and company's indemnification obligations
13. Insurance: D&O insurance coverage provisions
14. Termination: Conditions and procedures for termination
15. Governing Law and Jurisdiction: Swiss law application and jurisdiction
16. General Provisions: Standard boilerplate clauses under Swiss law
1. Board Committee Appointments: Used when director will serve on specific committees
2. Stock Options/Equity Compensation: Include if equity-based compensation is offered
3. Multiple Directorships: Required if director serves on other boards
4. Intellectual Property: Include if director involved in IP development
5. Corporate Opportunities: Add for companies in competitive industries
6. Training and Development: Include for first-time directors or specific qualification requirements
7. Shareholding Requirements: Add if minimum shareholding is required
8. Related Party Transactions: Include for directors with potential conflicts
1. Schedule 1: Independence Criteria: Detailed independence requirements under Swiss law and corporate governance code
2. Schedule 2: Board and Committee Meeting Schedule: Annual calendar of scheduled meetings
3. Schedule 3: Compensation Details: Detailed breakdown of all compensation elements
4. Schedule 4: Company Policies: Key corporate policies applicable to board members
5. Schedule 5: D&O Insurance Terms: Summary of insurance coverage
6. Appendix A: Code of Conduct: Company's code of conduct for directors
7. Appendix B: Expense Policy: Detailed expense reimbursement procedures
8. Appendix C: Confidentiality Agreement: Detailed confidentiality terms and procedures
Authors
Applicable Law
Articles of Association
Board
Board Committees
Business Day
Company
Company Group
Confidential Information
Corporate Governance Code
D&O Insurance
Director
Effective Date
Financial Year
Independence Criteria
Independent Director
Insider Information
Material Interest
Meeting Fee
Personnel File
Related Party
Relevant Stock Exchange
Remuneration
FINMA
SIX Swiss Exchange
Swiss Code of Obligations
Swiss Corporate Governance Code
Services
Shareholding Requirement
Term
Termination Date
Board Rules
Conflict of Interest
Professional Secrecy
Committee Charter
Corporate Opportunity
Data Protection Laws
Board Materials
Intellectual Property Rights
Regulatory Authority
Term
Independence Requirements
Duties and Responsibilities
Authority
Time Commitment
Board Committee Service
Compensation
Benefits
Expenses
Confidentiality
Data Protection
Conflicts of Interest
Corporate Opportunities
Non-Competition
Board Policies Compliance
Director's Representations
Company's Representations
Liability
Indemnification
Insurance
Intellectual Property
Document Retention
Meeting Attendance
Related Party Transactions
Regulatory Compliance
Stock Exchange Compliance
Share Ownership
Training and Development
Performance Review
Termination
Notice
Effect of Termination
Return of Property
Survival
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Notices
Counterparts
Financial Services
Manufacturing
Healthcare
Technology
Telecommunications
Real Estate
Consumer Goods
Energy
Infrastructure
Professional Services
Life Sciences
Insurance
Banking
Transportation
Retail
Legal
Corporate Governance
Board Administration
Compliance
Company Secretariat
Corporate Affairs
Executive Office
Risk Management
Human Resources
Internal Audit
Board Member
Independent Director
Non-Executive Director
Board Chairman
Company Secretary
Corporate Governance Officer
Legal Counsel
General Counsel
Compliance Officer
Board Committee Chair
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
Governance Manager
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