Directors Service Agreement for Switzerland

Directors Service Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes and regulates the service relationship between a company and its director. The agreement complies with Swiss corporate law requirements, particularly the Swiss Code of Obligations (OR), and addresses key aspects including appointment terms, duties, compensation, benefits, and termination provisions. It incorporates mandatory Swiss social security and insurance requirements while establishing clear guidelines for corporate governance, confidentiality, and post-termination obligations. The document is structured to protect both the company's interests and the director's rights under Swiss law.

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What is a Directors Service Agreement?

The Directors Service Agreement is a crucial document used when appointing directors to Swiss companies, whether they are newly established or existing entities. It serves as the primary contract governing the relationship between the company and its directors, incorporating requirements from Swiss corporate law, particularly the Swiss Code of Obligations. The agreement is essential for both listed and private companies across all sectors, providing clear terms for appointment, duties, compensation, benefits, and termination. It needs to comply with Swiss social security regulations, corporate governance requirements, and data protection laws while protecting the company's interests through confidentiality and non-compete provisions where applicable. The document is particularly important in establishing clear accountability, risk management, and succession planning frameworks.

What sections should be included in a Directors Service Agreement?

1. Parties: Identification of the company and the director, including full legal names and addresses

2. Background: Context of the appointment, including relevant corporate resolutions

3. Definitions: Key terms used throughout the agreement

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

5. Duties and Responsibilities: Comprehensive list of director's duties under Swiss law and company requirements

6. Time Commitment: Expected time dedication and availability requirements

7. Compensation: Base compensation, bonuses, and other financial benefits

8. Benefits and Expenses: Insurance, pension contributions, expense reimbursement policies

9. Social Security and Insurance: Mandatory Swiss social security and insurance provisions

10. Confidentiality: Confidentiality obligations during and after the service period

11. Data Protection: Compliance with Swiss data protection laws and handling of personal data

12. Intellectual Property: Ownership and rights to intellectual property created during service

13. Termination: Grounds and procedures for termination, notice periods

14. Post-Termination Obligations: Continuing obligations after service ends

15. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Directors Service Agreement?

1. Non-Compete Clause: Restrictions on competitive activities, used when protecting specific business interests

2. Share Options: Terms of any share option schemes, used when equity compensation is offered

3. International Service: Additional provisions for directors serving multiple group companies internationally

4. Performance Metrics: Specific performance criteria and evaluation methods, used for performance-based compensation

5. Corporate Governance: Additional governance requirements for listed companies

6. Insurance and Indemnification: Extended provisions for D&O insurance and indemnification, particularly for higher-risk industries

7. External Appointments: Terms for accepting external directorships or appointments, used for non-executive directors

What schedules should be included in a Directors Service Agreement?

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities

2. Schedule 2 - Compensation Structure: Detailed breakdown of all compensation elements

3. Schedule 3 - Benefits Package: Comprehensive list of benefits and applicable terms

4. Schedule 4 - Company Policies: Key company policies applicable to the director

5. Schedule 5 - Performance Criteria: Detailed performance evaluation metrics and targets

6. Appendix A - Board Resolution: Copy of board resolution appointing the director

7. Appendix B - Company Ethics Code: Company's code of ethics and conduct

8. Appendix C - Insurance Coverage: Details of D&O and other applicable insurance coverage

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Professional Services

Real Estate

Energy

Telecommunications

Transportation and Logistics

Consumer Goods

Pharmaceuticals

Insurance

Construction

Media and Entertainment

Relevant Teams

Legal

Human Resources

Corporate Governance

Board Secretariat

Compliance

Risk Management

Executive Management

Finance

Company Secretarial

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chairman of the Board

Vice Chairman

Independent Director

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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