Independent Director Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Independent Director Agreement is a crucial document used when appointing non-executive, independent members to a company's board of directors in Switzerland. It establishes the framework for corporate governance in accordance with the Swiss Code of Obligations, the Swiss Corporate Governance Code, and relevant financial market regulations. The agreement is essential for ensuring proper oversight, transparency, and compliance with Swiss independence requirements, particularly important for listed companies and regulated industries. It covers comprehensive terms including appointment conditions, duties, compensation, liability provisions, and confidentiality obligations, while maintaining the director's independence as required by Swiss law. This document is fundamental for establishing clear expectations and legal protections for both the company and the independent director.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Healthcare

Technology

Telecommunications

Real Estate

Consumer Goods

Energy

Infrastructure

Professional Services

Life Sciences

Insurance

Banking

Transportation

Retail

Relevant Teams

Legal

Corporate Governance

Board Administration

Compliance

Company Secretariat

Corporate Affairs

Executive Office

Risk Management

Human Resources

Internal Audit

Relevant Roles

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

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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