Corporate Governance

The term corporate governance refers to the management of a company and, in general, the regulation and control of public or private organizations, businesses and companies. The focus here is on the organization of internal processes.

The terms corporate governance and compliance are not explicitly mentioned in the Code of Obligations but are of central importance for all Swiss companies. In the form of a soft law, the Swiss Code of Best Practice for Corporate Governance, the legislation was finally concretized by Economiesuisse. The SIX Directive is also relevant in Switzerland. This is aimed at companies listed on SIX, the operator of the infrastructure for the Swiss financial center.

Corporate governance is made up of various elements. These specific topics include board composition and committees, board compensation, compliance and audit, capital structure and more.

Corporate governance is shaped by the board of directors. The Code of Obligations defines overall management and supervision as tasks of the board of directors. In practice, larger public limited companies with several shareholders often take soft law regulations into account. Depending on the industry, different emphases can be set here. Like corporate governance, compliance is mostly on the legal side of companies. It is the task of the board of directors to set the tone from the top, i.e., the internal compliance guidelines.

In addition, the board of directors is liable for all compliance misconduct within the company. This may have consequences under criminal or civil law. It is the task of the auditors to report internal violations of the law to the board of directors or, if necessary, to the general meeting.

Legal considerations should always be taken into account when developing an appropriate governance strategy. Compliance with the legal framework and regulations is an important part of any business, as any misconduct can have far-reaching consequences. Our law firm specializes in the development of governance and compliance strategies and helps your company to develop an individually tailored strategy. We also assist you in compliance proceedings in an advisory and litigating capacity. In the latter case, we represent you before all national courts and authorities.