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:
1. the overall supervision of the company and issuing of the necessary directives;
2. establishing the organisational framework;
3. organising the accounting system, the financial control and the financial planning to the extent necessary for the management of the company;
4. appointing and removing the persons entrusted with the management and representation of the company;
5. the overall supervision of persons entrusted with the management of the company, specifically with regard to compliance with the law, the Articles of Association, regulations and directives in particular;
6. compiling the Annual Report as well as preparing the General Shareholders’ Meeting and implementing its resolutions;
7. notifying the judge in the event of overindebtedness;
8. deciding on motions to be submitted to the General Shareholders’ Meeting on the remuneration of the Board of Directors and the Group Executive Board as well as compiling the compensation report.
Source: Economiesuisse. Download: «2023 Swiss Code of Best Practice for Corporate Governance»