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The Board of Directors (VR) has a great deal of responsibility in a Swiss limited liability company. Mistakes can be expensive — in terms of content, finances and reputation. This article reveals the most important obligations.

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Duty of care in accordance with OR Art. 716a

The board of directors must act intelligently and conscientiously; wrong decisions can have consequences under liability law.

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Strategic leadership and monitoring

· Approve business plan

· Monitor management during ongoing business operations

· Establish risk management (e.g. cyber risks, liability, liquidity)

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Financial reporting and financial statements (Art. 958 ff.)

· Approval, publication or audit obligation of annual financial statements and management report

· Appoint an auditor when required

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Compliance and ad hoc publicity

· Compliance with regulations such as data protection (GDPR/DSFA), competition law

· For listed AGs, ad hoc reports when price relevance

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Reporting requirements and disclosure

· Inform shareholders (AGM agenda items, minutes)

· Annual report approval and communication of AG results

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Liability risks

· Personal liability for breach of duty, aggravated in case of grossly negligent conduct

· Discharge through a shareholders' meeting is decisive

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FAQ

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Can a board of directors reject compensation?
Yes — but he must have the remuneration set and approved in a transparent and appropriate manner.

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Does VR have to be personally involved?
Yes, he has an active monitoring and management function — delegation is possible, but responsibility remains.

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