LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys-at-Law Ltd.
Under Liechtenstein law, there is no general obli - gation for the board of directors to consist of more than one member. However, for corpora - tions with a nominal share capital exceeding the amount of CHF1 million, the board of directors must consist of at least three members. Board members can either be individuals or legal enti - ties/corporate directors. For certain regulated companies (such as banks, insurers or asset managers), specific requirements apply pursu - ant to the pertinent legislation. It should be noted that the board of directors is free to organise itself within the ambit of statu - tory law. Consequently, the board of directors can also set up internal committees for specific purposes in order to enhance the corporate gov - ernance and organisation of the corporation. For corporations that are not subject to any licence requirement to carry out its activities, the law requires that at least one board member must be a citizen of Switzerland or an EEA state and in possession of a licence as a professional trustee, or a licence pursuant to Article 180a PCA. 4.5 Rules/Requirements Concerning Independence of Directors In general, members of the board of directors are not under a statutory law requirement to be independent from any shareholder of the respective corporation. Nonetheless, the PCA contains specific rules regarding independence requirements within the specific audit committee ( Prüfungsausschuss ): in a nutshell, these rules require that the majority of the members of this committee must be independent of the respec - tive corporation (including the chairman of this committee).
General company rules in the PCR further include mandatory requirements regarding the voting rights on matters or business transactions between the company and him-/herself or a per - son close to him/her if such transaction results in a personal advantage for such board member. Furthermore, board members may not or must not participate in any shareholder vote on their discharge. 4.6 Legal Duties of Directors/Officers Under Liechtenstein law, board members must act in accordance with the principles of the busi - ness judgement rule. When doing so, they must safeguard the best interests of the corporation and act on the basis of adequate information, without bias and free of any conflict of interests. When doing so, they must also consider the inter - ests of the employees and other stakeholders. The general legal duties of the board members include their statutory duty of care and loyalty to the corporation. Furthermore, the members of the board must treat the shareholders of the corporation equally in the same circumstances. The above rules apply accordingly to members of the executive management body. 4.7 Responsibility/Accountability of Directors Under Liechtenstein law, the board of directors is responsible for ensuring sufficient corporate governance. However, statutory law does not include explicit provisions that would consti - tute a specific legal obligation for the board in this regard. The law, however, contains various single tasks that must be duly organised and complied with by the board of directors. Such tasks include the overall management, financial situation, and organisation of the corporation, as well as the supervision of the members of the management body. The board must also ensure
524 CHAMBERS.COM
Powered by FlippingBook