Mandate and commercial management

Director status arises from an appointment adopted by the competent body and takes effect under company law rules. The mandate or management agreement details performance, remuneration, indicators, resources and obligations that need not all be included in the articles of association.

For executives or managers, it must be established whether there is delegated authority, employment or a mandate, and who can modify or terminate each relationship.

The document must distinguish daily decisions from operations requiring members’ or another body’s approval.

• Duration, commencement date and renewal conditions.
• Representation powers, individual or joint signature and financial limits.
• Decisions reserved to the general meeting, budgets and periodic reporting.
• Fixed remuneration, variable components, benefits and expenses.
• Measurable and verifiable performance indicators.
• Conflicts of interest, related-party transactions and corporate opportunities.
• Confidentiality, intellectual property, data and security.
• Liability, D&O insurance, removal, notice and handover.

Appointment and cessation of office must be reflected in the trade register under applicable rules. An internal contractual limit is not always sufficient to protect the company against a third party relying on publicly registered representation powers.

The signing-authority matrix, banking delegations, platform access and powers of attorney must therefore be updated alongside corporate documents.

The agreement is built around the articles of association and actual management structure.

• Updated articles of association and company status certificate.
• Appointment resolution or its draft.
• Organisational chart and other directors’ or executives’ authority limits.
• Proposed budgets and performance indicators.
• Signing-authority matrix and high-risk operations.
• Remuneration package, benefits and termination scenarios.