Directors’ Duties in Switzerland

>> Board Requirements in Switzerland

Appointment of directors

Board meetings and composition requirementsThe general meeting of shareholders appoints the directors by resolution. A resolution can be taken by physical meeting of based on proxy. There are no specific qualification requirements for board members, in particular there are no nationality, residence, education and professional experience requirements.

The minimum number of directors is one, however the Articles of the company may provide for a minimum or maximum number of directors.

The size of the board should be proportionate to the size of company. The Swiss Best Practice guide suggests that a small company of up to 50 employees should have three directors, and a medium size company of up to 500 employees should have five directors. However, this is just a guide, and the number of directors will vary from company to company.

There is no required minimum number of board meetings per year, however meetings should be convened as and when required by the President of the company. An individual director may petition the President to convene a board meeting.

Signatory rights/powers of directors

Signing rights of the Board Members are granted by a board resolution and registered with the register of commerce. The authorities are typically sole signing rights or joint signing rights by two.  As matter of principle no restriction is possible as to the signing authority and representation of the company towards third parties (unless no signing right at all is granted). Internally the powers may be limited (eg by organisational rules).

Conflicts of interest

Generally, a director should not participate in  a decision where he has a conflict of interest.  It is recommended that directors disclose all conflicts of interest to the board of directors or the parent entity.

Latest version updated 10th April 2018

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