International tax and governance advisory for boards, remuneration committees, and non-executive directors (NEDs).
Fenton International advises boards, C-Suite executives, Chairs, company secretaries, remuneration committees, and non-executive directors on cross-border tax, payroll, social security, and governance obligations arising from international roles and appointments. The firm helps governance bodies ensure that director reporting, international remuneration, executive mobility, and board-level tax decisions are defensible, compliant, and properly documented.
How Fenton Private Office supports you
Fenton Private Office supports governance functions through the Private Board Office — independent advice and assurance for boards, RemCos, audit committees and governance teams on cross-border people, payroll, reward and tax risk. 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
Q: What may be at stake? Withholding, reporting, and treaty obligations may exist in each jurisdiction — non-compliance creates personal liability for the director and governance risk for the company.
Q: Why early advice matters? A review before or shortly after appointment prevents obligations from accumulating unreported issues.
→ The remuneration committee is approving reward for an internationally mobile executive
Q: What may be at stake? Tax, payroll, social security, and equity treatment across jurisdictions can materially change the cost and value of the package.
Q: Why early advice matters? 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
Q: What may be at stake? 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.
Q: Why early advice matters? 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
Q: What may be at stake? The board may not have a single defensible position to act on.
Q: Why early advice matters? 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
Q: What may be at stake? 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.
Q: Why early advice matters? 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
Q: What may be at stake? The company needs to demonstrate that it has identified and met its obligations — or has a credible plan to remediate.
Q: Why early advice matters? 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 output
→ Executive Director or NED receiving fees from roles in more than one country
Relevant Fenton support: Executive Director and NED tax review across these countries
What you receive: 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.
→ Remuneration committee approving reward for an internationally mobile executive or director
Relevant Fenton support: RemCo tax briefing
What you receive: 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.
→ Company secretary needs to confirm director reporting and withholding obligations
Relevant Fenton support: Director compliance review
What you receive: Schedule of obligations by jurisdiction, with responsible party, deadlines, and action points.
→ Board considering an international appointment or expansion with director or C-Suite presence
Relevant Fenton support: Pre-appointment tax and governance review
What you receive: Analysis of personal and corporate tax consequences, permanent establishment risks, and employer obligations.
→ C-Suite executive with personal cross-border tax exposure from their role
Relevant Fenton support: Executive governance tax review
What you receive: Analysis of personal tax obligations arising from international duties, coordinated with the company’s reporting and withholding position.
→ Equity, long-term incentives, or deferred compensation for board members or senior executives vesting across jurisdictions
Relevant Fenton support: Cross-border equity and reward review including alignment or mismatch across jurisdictions
What you receive: Jurisdictional taxing rights analysis, employer withholding position, and cost impact for RemCo.
→ Fragmented advice from multiple advisers needs integrating for a board decision
Relevant Fenton support: Multi-adviser coordination and alignment
What you receive: Integrated position paper identifying gaps, conflicts, and a recommended course of action for the board.
→ Audit committee or external auditor has raised questions about international director tax compliance
Relevant Fenton support: Governance compliance review
What you receive: 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
FAQs
What tax obligations arise when an executive statutory director or NED serves on boards in more than one country?
1
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.
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.
What should a remuneration committee consider when approving reward for an internationally mobile executive?
2
Does a director’s presence in a country create corporate tax obligations for the company?
3
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.
How should a company secretary document international director tax compliance?
4
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.
5
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.