The Board of Directors (BoD) bears great responsibility in a Swiss AG (corporation). Mistakes can be costly – in terms of content, finances, and reputation. This article covers the most important duties.
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Duty of Care pursuant to CO Art. 716a
The BoD must act in an entrepreneurially prudent and conscientious manner; poor decisions can lead to liability consequences.
Strategic Leadership and Supervision
· Approve business plan
· Monitor management during ongoing business operations
· Establish risk management (e.g., cyber risks, liability, liquidity)
Financial Reporting and Annual Financial Statements (Art. 958 ff.)
· Approval, publication, or audit requirement of annual financial statements and management report
· Appoint auditors when required
Compliance and Ad-hoc Disclosure
· Comply with regulations such as data protection (GDPR/DPIA), competition law
· For listed AGs, ad-hoc notifications when price-relevant
Reporting Obligations and Disclosure
· Inform shareholders (GM agenda items, minutes)
· Annual report approval and communication of AG results
Liability Risks
· Personal liability for breach of duty, aggravated in case of gross negligence
· Discharge by shareholders' meeting is decisive
FAQ
May a board member decline compensation?
Yes – however, remuneration must be set transparently and appropriately and be approved.
Must the BoD be personally involved?
Yes, they have an active supervisory and leadership function – delegation is possible, but responsibility remains.
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