SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
while smaller corporations may be subject to a more limited financial audit only. 3.2 Decisions Made by Particular Bodies Shareholders’ Meeting The shareholders’ meeting defines the frame - work of the company’s business activities. In doing so, the shareholders’ meeting has to decide upon the following matters, as they are fundamental, non-transferable competences attributed to the shareholders’ meeting by law: • adoption and amendment of the articles of association, including changes in the share capital, issuance of preferred shares, approv - al of mergers and changes in the company’s corporate structure; • approval or rejection of the annual business report, including the consolidated financial statements; • approval or rejection of the use of the balance sheet profit and, in particular, the declaration of dividends; • election of the members of the board of direc - tors; • removal of the members of the board; • election of the external auditors; • release of the members of the board of direc - tors from liability (discharge); • passing of the resolution on repaying the statutory capital reserve; • liquidation of the company; and • all other matters that are by law or by the articles of association reserved to the share - holders’ meeting (special audit pursuant to shareholders’ information rights, etc). For listed companies, the following additional non-transferable competences are attributed to the shareholders’ meeting:
• direct election of the chairperson or the board of directors; • election and removal of the members of the compensation committee and of the inde - pendent proxy; • delisting of the company’s equity securities; and • approval or rejection of the compensation of the board, the executive management and, if The board of directors is responsible for the ultimate management and representation of the company. Its main duty is to determine the cor - porate strategy and allocate corporate resources (strategic governance). In general, the board is authorised to decide all matters that are not reserved to the shareholders’ meeting or to the auditors by law or by the articles of association, or that are delegated to the executive manage - ment based on organisational regulations. Statutory law lists certain fundamental matters specifically reserved to the board. The follow - ing board responsibilities are non-delegable and inalienable: any, the advisory board. The Board of Directors • the ultimate management of the company – in particular, the duty to determine the corporate strategy and allocate the corporate resources (strategic governance); • defining the fundamental organisational struc - ture; • setting up an accounting and financial control system (including an internal control system for medium-sized and larger businesses) as well as financial planning as far as necessary to manage the company; • appointing and removing the management as well as granting of signing authority to the
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