Board of directors

Use the experience of dedicated, experienced board members for your company!

Until recently, being selected to serve on an SME board of directors was the pleasant result of a successful life in business. It was often a well-meant favor to a friend who was a “business” colleague.

SME boards of directors tended to have a peaceful existence although board of director activity for companies listed on the stock exchange had been increasingly the subject of focus for a number of years by the media and the public. However, this has changed as part of globalization and digitization. Now, SME board of director members are suddenly increasingly in the spotlight, and their active contribution to corporate governance is being questioned.

Rights and duties of boards of directors

Board members have both rights and duties, but demands on boards of directors have sharply increased in recent years. That is why it is important today that board members take their tasks very seriously.

A board of directors is the highest supervisory body for companies limited by shares. Its tasks are defined in the Code of Obligations.

It manages the company or transfers the management to third parties. However, the following 7 tasks are non-transferrable: inalienable duties (Art. 716 CO): the overall management of the company, the organization of the company, the organization of the accounting, financial control and financial planning systems, appointment and dismissal of the persons entrusted with managing and representing the company, overall supervision of the management, compilation of the annual report, preparation for the general meeting of shareholders, implementation of its resolutions, and notification to the court if the company is overindebted or insolvent.