The Board of Directors elected by the shareholders is responsible for the strategic direction and supervision of the company or the Group.
– The Board of Directors should determine the strategic goals, the general ways and means to achieve them and the persons responsible for conducting the company’s business.
– The Board of Directors should shape the company’s corporate governance and put it into practice.
– In its planning, it should ensure the fundamental harmonisation of strategy, risks and finances.
– The Board of Directors should be guided by the goal of sustainable corporate development.
Duties of the Board of Directors
Swiss company law lays down the inalienable and non-transferable primary functions of the Board of Directors. Its primary functions are:
- the overall management of the company and issuing of the required directives;
- the determination of the company’s organisational framework;
- the organisation of the accounting, financial control and financial planning sys-
tems as required for the management of the company; - the appointment and dismissal of persons entrusted with managing and representing the company;
- the overall supervision of the persons entrusted with managing the company, in particular with regard to compliance with the law, articles of association, regulations and directives;
- the compilation of the annual report, preparation for the general shareholders’ meeting and implementation of its resolutions;
- the submission of a request for a debt restructuring moratorium and notification of the court in the event that the company is overindebted;
- the preparation of a compensation report;
- the approval and signature of the report on non-financial matters
Source: Economiesuisse. Download: «2023 Swiss Code of Best Practice for Corporate Governance»
