Lindemann Law

Corporate Governance & Housekeeping: Essential for entrepreneurs

Entrepreneurs today face complex challenges in the ever-evolving business landscape. The success and sustainability of their companies are heavily dependent on key factors like corporate governance and corporate housekeeping. These practices are not just fleeting trends; they are essential components for long-term business success.

Where can the Corporate Governance principles be found?

Switzerland adheres to a self-regulation principle in corporate governance, where companies and private associations bear the responsibility for establishing and adhering to governance standards. Key references in this context include:

  • The “Swiss Code of Best Practice for Corporate Governance” by economieuisse, the federation of Swiss business.
  • The “Directive on Information relating to Corporate Governance” for issuers whose equity securities have their primary listing on on SIX Swiss Exchange.

In addition, companies have to comply with legal provisions of the Swiss Federal Law, such as those outlined in the Swiss Code of Obligations, covering legal company structures and financial reporting requirements.

What are the principles of Corporate Governance?

Swiss corporate governance is built on several fundamental principles:

  • Shareholder and minority rights: Shareholders benefit from enhanced shareholder rights, including voting, information, protection, and dividend entitlements.
  • Transparency and disclosure: Transparent financial reporting, business strategies, and risk disclosures empower shareholders and investors to make informed decisions.
  • Independence and responsibility of the Board of Directors: A qualified and independent board ensures balanced representation of stakeholder interests.
  • Remuneration models: Appropriate executive and board remuneration models are emphasized to maintain ethical standards.

How does corporate housekeeping differ from Corporate Governance?

While corporate governance establishes the framework for management, supervision, and control of companies, corporate housekeeping focuses on administrative and organizational activities. These activities, crucial for legal compliance and efficiency, include:

  • Organizational and corporate structure: Management of subsidiaries, branches, and participations.
  • Annual report: Compliance with annual reporting requirements.
  • General assembly: Precise organization and documentation of meetings.
  • Management of Participation Rights: Administration of share registers and employee share options.
  • Board of Directors: Efficient management of board meetings and pending matters.
  • Compliance: Ongoing adherence to legal requirements and regulations.
  • Contract and document management: Careful management of contracts and legally relevant documents.
  • Secrecy and data protection: Ensuring data protection compliance and safeguarding confidential information.

How can we help?

We specialize in advising private and business clients on company establishment, compliance with legal frameworks (including corporate governance and compliance), data protection, process optimization, and documentation. We offer comprehensive support for general meetings and board meetings, including board secretariat services. Our team of lawyers, auditors, tax consultants, and notaries is ready to assist you with your corporate needs.

In an era of increasing complexity and technological advancement, entrepreneurs and companies must prioritize corporate governance and responsibility. At the Swiss Capital Market Forum 2024, experts from academia, practice, and politics will address critical questions and explore solutions for modern and effective corporate governance. Join the discussion and stay ahead in today’s dynamic business world.

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