International tax advisory & governance for directors and boards.
Fenton International advises Boards, C-Suite executives, statutory directors, Chairs, company secretaries (CoSec), remuneration committees (RemCo), and non-executive directors (NEDs) on cross-border tax, payroll, social security, reward and governance obligations arising from international roles and appointments. We help organisations and individuals ensure that director reporting, international remuneration, executive mobility, and board-level tax and reward decisions are defensible, compliant, and properly documented.
Our senior team have all held board and senior leadership roles in international organisations, as well as advising boards, RemCos and company secretaries on complex governance, reward, people and cross-border matters.
Three levels of support.
Three levels of support are available:
Case Review
Senior judgement on a governance question, board paper or committee briefing already prepared.
Lead Counsel
Full-service advice where Fenton provides independent analysis on cross-border people, reward and tax governance matters and a clear recommended position for the board or committee.
Discovery
Structured review of director arrangements, NED cross-border obligations, reward structures or payroll records to identify governance risks and unreported exposure.
When this needs immediate attention.
An executive statutory director or NED is receiving fees, expenses or other forms of income from board roles in more than one country and the reporting position has not been reviewed
Withholding, reporting, and treaty obligations may exist in each jurisdiction — non-compliance creates personal liability for the director and governance risk for the company.
A review before or shortly after appointment prevents obligations from accumulating unreported issues.
The remuneration committee is approving reward for an internationally mobile executive
Tax, payroll, social security, and equity treatment across jurisdictions can materially change the cost and value of the package.
Advice on tax strategy before the reward decision ensures the committee approves a package with known cost and no unintended consequences.
A board appointment, expansion, or transaction involves directors or C-Suite executives working across borders
The presence of directors in a jurisdiction can create corporate tax, permanent establishment risk, and employer social security and payroll registration obligations. Permanent establishment means a director’s or executive’s activity may create corporate tax obligations for the company.
Understanding the corporate, employment and directors tax position before the appointment avoids retrospective remediation.
Separate advisers have provided conflicting or incomplete advice on a governance matter
The board may not have a single defensible position to act on.
Integrating the advice into one position supported by someone sufficiently experience gives the board a clear basis for its decision.
An international NED appointment is being considered and the tax implications for the individual and the company are unclear
The NED may face personal tax obligations they were not expecting, and the company may have withholding, social security and reporting obligations it has not budgeted for.
Clarifying the position before appointment protects both the individual and the company.
An audit committee, internal audit, or external auditor has raised questions about international director tax compliance
The company needs to demonstrate that it has identified and met its obligations — or has a credible plan to remediate.
A specialist review can quantify exposure and produce a defensible position for the audit committee.
Governance issues become urgent when the board needs a defensible position before approving remuneration, appointments, reporting, expansion, or remediation.
Other issues we advise on.
Directors, NEDs, or C-Suite executives receiving fees, remuneration, or equity from roles in more than one country
Remuneration committee decisions involving internationally mobile executives where tax, payroll, and reward interact
Company secretary or governance team needing to confirm director reporting and withholding obligations across jurisdictions
Chair or board needing a defensible position before approving international appointments, reward structures, or expansion
Senior executives or board members with personal cross-border tax exposure arising from their governance roles
Fragmented advice from separate tax, legal, reward, and immigration advisers reaching board level without integration
Tax strategies and policies for executive directors and NEDs including tailored tax equalisation, tax protection and tax gross-up arrangements
Your issue → Fenton support → typical support.
Executive Director and NED tax review across these countries
Analysis of taxing rights per jurisdiction, treaty positions, withholding obligations, social security and other director reporting requirements. Treaty positions refer to agreements between countries that determine which country may tax specific types of income.
RemCo tax briefing
Board-ready summary of the tax, payroll, social security, and equity implications of the proposed reward structure. We can add the relevant meetings to explain to board or RemCo members and answer questions.
Director compliance review
Schedule of obligations by jurisdiction, with responsible party, deadlines, and action points.
Pre-appointment tax and governance review
Analysis of personal and corporate tax consequences, permanent establishment risks, and employer obligations.
Executive governance tax review
Analysis of personal tax obligations arising from international duties, coordinated with the company’s reporting and withholding position.
Cross-border equity and reward review including alignment or mismatch across jurisdictions
Jurisdictional taxing rights analysis, employer withholding position, and cost impact for RemCo.
Multi-adviser coordination and alignment
Integrated position paper identifying gaps, conflicts, and a recommended course of action for the board.
Governance compliance review
Written assessment of exposure, remediation options, and position paper for the audit committee. Meetings with relevant stakeholders to explain and answer questions.
What a proper answer needs to cover.
Which jurisdictions have a taxing right over director or NED fees, and under which treaty provisions
Employer withholding and reporting obligations in each jurisdiction where a director performs duties
Personal tax residence of the director and how it interacts with the company’s obligations
Social security and national insurance — whether the director’s international role creates contributions exposure in more than one country
Corporate tax and permanent establishment risk arising from director or senior executive activity in a jurisdiction
Equity, long-term incentives, and deferred compensation — how cross-border vesting affects both the individual and the company
The interaction between the company’s governance obligations, including reporting, withholding and documentation, and the director’s personal tax position
Whether existing advice from separate advisers — tax, legal, reward, immigration — has been integrated into a single defensible position
Timing — whether planning options remain or whether the position requires retrospective remediation
Attendance at relevant meetings ro explain to stakeholders and answer questions on technical subjects
Board & governance FAQs.
01 What tax obligations arise when an executive statutory director or NED serves on boards in more than one country?
Director and NED fees may be taxable in each country where the individual performs board duties — not only where the company is incorporated or where the director is resident. The taxing rights depend on the applicable tax treaties, the nature of the fees, and where the duties are physically performed. Both the individual and the company may additionally have other reporting and withholding obligations on expenses, consulting income and stock options in each relevant jurisdiction.
02 What should a remuneration committee consider when approving reward for an internationally mobile executive?
The committee should understand the tax, payroll, social security, and equity implications of the proposed package across all relevant jurisdictions before approval. This includes the employer cost — including any tax gross-up (if permitted), which is an additional payment by the employer to cover the director or employee’s tax liability so they receive the intended net income amount.The committee should also consider the net value to the executive, the withholding and reporting obligations, and whether the reward structure creates unintended consequences such as double taxation and impact on any tax favoured status of working overseas.
03 Does a director’s presence in a country create corporate tax obligations for the company?
It can. Where a director exercises decision-making authority or performs management functions in a jurisdiction, this may create a permanent establishment — meaning the company itself becomes subject to corporate tax in that country. The risk depends on the nature and frequency of the director’s activity, the applicable tax treaty, and the company’s existing presence in that jurisdiction. Corporate residence can also be impact in certain circumstances.
04 How should a company secretary document international director tax compliance?
The company secretary should maintain a record of each director’s jurisdictions of activity, travel records, the tax and reporting obligations identified, the withholding and social security arrangements in place, and the advice received. Where obligations exist in multiple jurisdictions, a compliance schedule showing responsible parties, deadlines, and actions taken provides a defensible governance position — particularly if the position is later reviewed by an audit committee, internal audit, or tax authority.
05 Should NEDs get independent personal tax advice on their international appointments?
In most cases involving cross-border roles, yes. The company’s obligations — withholding and reporting — and the NED’s personal obligations — tax returns, treaty claims and foreign tax credits — are related but separate. Social security and pensions may cross over to both. Company-provided support typically covers the employer’s compliance position, not the NED’s wider personal affairs. Independent advice ensures the NED understands their personal obligations and is not relying solely on the company’s compliance to manage their own tax position.
Credentials and related insights.
Fenton Board Office is led by Mark Abbs, a senior international tax adviser with more than 32 years’ experience, with 14 years as Tax Partner, Head of International and Senior Leadership Team member at a UK Top 8 firm. Over 16 years as a Senior Adviser in Big 4 firms (PwC, EY). He is a Fellow of the Association of Taxation Technicians, an IRS Enrolled Agent, and an accredited expert witness.