The Confirmation of Directorship Letter is a crucial corporate governance document used in Switzerland to formally establish and define a director's appointment to a company's board. It is typically issued following a board or shareholder resolution appointing a new director and precedes the registration of the director with the Swiss Commercial Register. The letter serves multiple purposes: it confirms the appointment, outlines key terms and conditions, specifies responsibilities under Swiss law, and forms part of the company's official records. The document must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations, and includes important details about remuneration, time commitment, and compliance obligations. This type of letter is essential for both listed and private companies across all sectors and forms part of the standard documentation package for director appointments in Switzerland.
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1. Letter Header: Company letterhead, date, and formal addressing of the director
2. Opening Statement: Confirmation of appointment as director and effective date
3. Company Details: Legal name, registration number, and registered address of the company
4. Appointment Terms: Duration of appointment, position title, and any specific role requirements
5. Key Responsibilities: Overview of main duties and obligations as a director under Swiss law
6. Time Commitment: Expected time dedication and attendance requirements for board meetings
7. Remuneration: Details of director's fees, benefits, and expense reimbursement policy
8. Compliance Requirements: Reference to key legal obligations and company policies
9. Acceptance and Signature: Space for director's acknowledgment and acceptance of the terms
1. Committee Appointments: Details of any specific committee roles, used when the director will serve on board committees
2. Additional Positions: Information about any executive or other roles, if the director will hold multiple positions
3. Shareholding Requirements: Any minimum shareholding requirements, relevant for listed companies or where required by articles
4. Confidentiality Provisions: Detailed confidentiality obligations, used when not covered in separate agreements
5. Insurance Coverage: Details of D&O insurance, used when specific insurance arrangements need to be highlighted
1. Articles of Association: Current version of the company's articles
2. Board Charter: Document outlining board procedures and governance framework
3. Code of Conduct: Company's code of conduct and ethics
4. Declaration of Acceptance: Form for formal acceptance of appointment and confirmations required for Commercial Register
5. Deed of Indemnity: Terms of the company's indemnification of the director
6. Committee Terms of Reference: If applicable, terms of reference for relevant board committees
Relevant legal definitions
Clauses
Appointment
Term of Office
Duties and Responsibilities
Time Commitment
Remuneration
Expenses
Confidentiality
Conflicts of Interest
Board Meetings
Committee Participation
Compliance
Insurance and Indemnification
Document Return
Data Protection
Governing Law
Commercial Register
Acceptance
Termination
Company Policies
Reporting Obligations
Term of Office
Duties and Responsibilities
Time Commitment
Remuneration
Expenses
Confidentiality
Conflicts of Interest
Board Meetings
Committee Participation
Compliance
Insurance and Indemnification
Document Return
Data Protection
Governing Law
Commercial Register
Acceptance
Termination
Company Policies
Reporting Obligations
Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Retail
Professional Services
Real Estate
Energy
Transportation
Telecommunications
Consumer Goods
Industrial
Insurance
Pharmaceuticals
Construction
Relevant Teams
Legal
Corporate Secretariat
Board Administration
Compliance
Corporate Governance
Executive Office
Human Resources
Risk Management
Relevant Roles
Board Director
Executive Director
Non-Executive Director
Independent Director
Chairman of the Board
Board Secretary
Chief Executive Officer
Managing Director
Corporate Secretary
General Counsel
Head of Legal
Chief Legal Officer
Compliance Officer
Corporate Governance Officer
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