SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
4.2 Roles of Board Members Swiss company law generally does not specify the roles of the members of the board of direc - tors in much detail. These roles have to be speci - fied in the organisation regulations. Chairperson The chairperson of the board should ensure the timely and appropriate information of the board members and the preparation of its meetings. The chairperson also: • acts as a primary contact person to the executive management; • chairs the shareholders’ meeting; • represents the company internally and exter - nally; and • generally ensures the proper functioning of the board. As previously stated, the duties of the chairper - son are usually further specified in the organisa - tional regulations. Even though the law does not explicitly men - tion the position of the vice-chairperson, it is advisable to appoint one in case the chairper - son is unable to perform their duties. Again, the scope of the vice-chairperson’s duties should be defined in the organisational regulations. Other Appointments In addition, the board of directors may appoint a secretary who does not have to be a board member. The secretary’s duties are of a mere administrative nature relating to the board’s tasks, such as taking minutes. The SCBP also recommends the role of a lead independent director, particularly to prevent or address any potential conflict of interest situa - tions. The lead independent director, an experi -
Under Swiss company law, the board of direc - tors’ resolutions may be passed by a (relative) majority of the votes cast at the meeting. How - ever, the articles of association and the organisa - tional regulations may also introduce a quorum for the presence of a minimum number of board members or for a specific vote of the board. In the case of a tie, the chairperson holds the cast - ing vote, unless the articles of association stipu - late otherwise. Resolutions of the board of directors may be passed in writing by way of circular resolution or electronically (without signatures), provided that no member of the board requests oral delib- eration. Swiss company law generally provides for a one- tier board model. In practice, however, day-to- day management (except for the non-delegable and inalienable competencies of the board, see 3.2 Decisions Made by Particular Bodies ) is common, and typically in listed companies, delegated from the board to an executive man - agement, thereby leading to a two-tier board structure. Such rightful delegation excludes the directors’ liability for damages relating to the delegated day-to-day management (but not the core duties) provided that the board applied the necessary care in selecting, instructing and supervising the management. As a particularity and exception, banks and pri - vate insurance companies are required by law to establish a two-tier structure with a functional and personal separation of operative manage - ment and supervision. 4. Directors and Officers 4.1 Board Structure
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