The Nominee Director Agreement is essential in Swiss corporate structuring and governance arrangements where an individual is appointed to act as a director on behalf of another party while maintaining compliance with Swiss law. This document type is commonly used in international business structures, family offices, and corporate service arrangements where professional directors are required. The agreement must carefully balance the interests of all parties while ensuring compliance with Swiss corporate law requirements, particularly the Swiss Code of Obligations. A well-drafted Nominee Director Agreement includes comprehensive provisions for decision-making authority, reporting obligations, indemnification, and regulatory compliance, especially important given Switzerland's strict corporate governance and financial regulatory framework.
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1. Parties: Identification of the appointing entity/beneficial owner and the nominee director
2. Background: Context of the appointment and relationship between the parties
3. Definitions: Key terms used throughout the agreement including 'Services', 'Company', 'Board Duties', etc.
4. Appointment and Term: Terms of appointment as nominee director, duration, and renewal provisions
5. Scope of Services: Detailed description of the nominee director's duties and responsibilities
6. Remuneration: Fee structure, payment terms, and expenses reimbursement
7. Instructions and Decision Making: Process for receiving and acting on instructions from the appointing entity
8. Compliance Requirements: Obligations regarding Swiss law compliance, especially corporate governance requirements
9. Representations and Warranties: Key assurances from both parties regarding capacity, authority, and compliance
10. Indemnification: Protection and indemnification provisions for the nominee director
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Termination: Circumstances and process for ending the agreement
13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Insurance: Requirements for professional liability insurance, used when the nominee director role involves significant risk
2. Anti-Money Laundering Compliance: Specific AML obligations, required when dealing with financial transactions or regulated entities
3. Power of Attorney: Authorization provisions, included when specific powers need to be delegated
4. Non-Competition: Restrictions on competing activities, used when protecting business interests is crucial
5. Substitute Director: Provisions for appointing a substitute, used when continuity of service is critical
6. Tax Matters: Special tax-related provisions, included when tax implications are significant
1. Schedule 1 - Services Description: Detailed list of specific services and duties to be performed
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, expenses, and payment terms
3. Schedule 3 - Company Information: Details of the company/companies where directorship will be held
4. Schedule 4 - Compliance Procedures: Specific compliance requirements and procedures to be followed
5. Appendix A - Power of Attorney Template: Standard form for executing specific powers when needed
6. Appendix B - Reporting Requirements: Templates and procedures for regular reporting to the appointing entity
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