Corporate governance is still on everyone’s lips and in the course of the tightening of legal provisions, court practice and the revision of stock corporation law, we would like to draw your attention to the most important principles of corporate governance.
Appropriate organization and division of labor between the board of directors and management is essential, and the existence of organizational regulations is required by law. Establishing the organization and drawing up the regulations is one of the 7 non-transferable and inalienable tasks of the Board of Directors.
The organizational regulations are issued by the board of directors and must be reviewed regularly. It arranges the functions and regulates the cooperation between the board of directors and management. In particular, it obliges the members concerned to regulate and fulfill the following tasks:
- Assignment of tasks, competencies and responsibilities to the board of directors and management
- Compliance with the permissible signature authority (collective signature rights only)
- Adherence to the VR meeting rhythm including taking minutes (at least 4 times a year, with key topics according to the management calendar such as strategy, finances, personnel, organization, markets, etc.)
- Quorum, passing resolutions and the necessary number of votes, possibility of circular resolutions and conference calls
- Meeting minutes and keeping a pending list (the documentation can be checked)
- Regulation of internal and external communication
It is often forgotten that the implementation and recording of the general meeting as well as keeping the share register are the responsibility of the board of directors. These tasks are a legal obligation and apply without exception to every stock corporation.
We recommend that you hold the meetings at the company’s headquarters. If this is not possible, we, as your competent partner for all your business issues, are happy to offer you the use of rooms in central locations in Zurich and Zug on request. We are also happy to be available to take the minutes if required.
Compliance with due diligence provisions is not only enshrined in law, it mainly serves the purpose of running a healthy and successful company. If the board of directors is aware of its liability risks and accordingly acts as the highest supervisory and organizational body for compliance with the legal guidelines, it makes a significant contribution to the existence of the company and to a fair economy.