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A Director Services Agreement sets out the formal relationship between a company and its board members in Switzerland. This contract clearly defines a director's duties, compensation, and time commitments while serving on the board, aligned with Swiss Code of Obligations requirements.

Companies use these agreements to protect both parties by spelling out key terms like confidentiality obligations, intellectual property rights, and liability coverage. They're especially important for Swiss firms with international board members, as they help ensure compliance with local governance rules while establishing clear expectations around meeting attendance, strategic input, and fiduciary responsibilities.

Put a Director Services Agreement in place before your new board member starts their role, especially when bringing international talent onto Swiss boards. This timing helps prevent misunderstandings about responsibilities and ensures everyone starts with clear expectations about compensation, time commitments, and decision-making authority.

Swiss companies need these agreements when expanding their board composition, transitioning from informal to formal governance structures, or preparing for significant corporate changes. They're particularly valuable for regulated industries, family-owned businesses professionalizing their boards, and startups adding independent directors to strengthen their governance.

• Executive Director Agreement: Details full-time management duties, strategic responsibilities, and reporting lines in Swiss companies
• Non-Executive Director Agreement: Focuses on oversight, independence requirements, and part-time board commitments
• Independent Director Agreement: Emphasizes stricter independence criteria and specific governance responsibilities under Swiss regulations
• Group Director Agreement: Covers multi-entity responsibilities and inter-company obligations within Swiss corporate groups
• Specialist Committee Agreement: Tailored for directors serving on specific board committees like audit or compensation committees

• Board Members: Sign and follow the agreement, performing duties like strategic oversight and meeting attendance as specified
• Company Secretary: Drafts and maintains agreements, ensures compliance with Swiss corporate law requirements
• Legal Counsel: Reviews terms, adapts templates to specific needs, and ensures alignment with Swiss regulations
• Shareholders: May need to approve certain terms, especially regarding compensation and strategic responsibilities
• Corporate Governance Officers: Monitor compliance with agreement terms and Swiss governance standards

• Director Details: Gather full legal name, address, qualifications, and Swiss work permit status if applicable
• Role Specifics: Define board position, committee assignments, and expected time commitments
• Compensation Structure: Document fees, meeting allowances, and any stock-based compensation
• Company Information: Compile legal entity details, registered office, and relevant Swiss corporate regulations
• Governance Rules: Review articles of association and internal regulations for alignment
• Term Details: Specify appointment duration, renewal conditions, and termination procedures

• Parties and Roles: Full legal names, addresses, and precise board position descriptions
• Duties and Powers: Specific responsibilities under Swiss Code of Obligations, decision-making authority limits
• Compensation Terms: Fixed fees, variable components, expense policies, payment schedules
• Confidentiality: Scope of confidential information, duration of obligations, return of materials
• Conflict Management: Interest disclosure requirements, competition restrictions, related party transactions
• Termination Provisions: Notice periods, grounds for immediate termination, post-termination obligations
• Governing Law: Swiss law application, jurisdiction clause, dispute resolution procedures

A Director Services Agreement differs significantly from a Director Appointment Agreement in both scope and purpose. While both documents relate to board membership, they serve distinct functions in Swiss corporate governance.

• Legal Foundation: Director Services Agreements detail ongoing obligations and working relationships, while Appointment Agreements focus primarily on the formal installation process and initial terms
• Scope of Content: Services Agreements cover detailed operational aspects like compensation, confidentiality, and performance metrics; Appointment Agreements mainly address position acceptance and basic qualifications
• Timing and Duration: Services Agreements govern the entire service period, while Appointment Agreements typically handle just the initial appointment phase
• Regulatory Focus: Services Agreements align with Swiss Code of Obligations requirements for ongoing director duties; Appointment Agreements satisfy commercial registry requirements