Corporate Governance Document Template for Switzerland

A Corporate Governance Document outlines how a Swiss company makes decisions, manages risks, and protects stakeholder interests. It sets clear rules about board responsibilities, shareholder rights, and executive duties in line with Swiss Code of Obligations requirements.

Beyond legal compliance, this key document helps Swiss firms build trust with investors and partners. It covers essential topics like board composition, audit procedures, compensation policies, and information disclosure - creating a framework that balances business efficiency with proper oversight and accountability.

Swiss companies need a Corporate Governance Document when preparing for major changes like going public, seeking investment, or expanding operations. It's particularly crucial during board restructuring, mergers, or when adding international stakeholders who expect clear governance frameworks.

The document becomes essential for companies crossing size thresholds that trigger additional regulatory requirements under Swiss law. Companies with more than 500 employees or listed on SIX Swiss Exchange must demonstrate robust governance structures, making this document a vital tool for growth phases and regulatory compliance.

• Basic Board Governance: Outlines fundamental decision-making processes, board composition, and meeting procedures - ideal for small to medium Swiss companies
• Extended Corporate Framework: Includes comprehensive risk management, compliance protocols, and stakeholder communication - suited for larger enterprises and listed companies
• Family Business Structure: Focuses on succession planning, family council roles, and maintaining professional governance while preserving family interests
• Dual Board System: Details the specific responsibilities between management and supervisory boards, common in Swiss corporate structures

• Board of Directors: Primary owners of the document, responsible for its implementation and regular updates to align with Swiss governance standards
• Corporate Legal Teams: Draft and review the document, ensuring compliance with Swiss Code of Obligations and SIX Exchange regulations
• Executive Management: Implements governance procedures and reports to the board on compliance with outlined policies
• Shareholders: Review and approve major governance changes, particularly in listed companies
• External Auditors: Verify compliance with governance requirements and report findings to stakeholders

• Company Structure: Document your organization chart, board composition, and key management positions
• Legal Requirements: Review current Swiss Code of Obligations and SIX Exchange rules that apply to your company size
• Stakeholder Input: Gather feedback from board members and major shareholders on governance priorities
• Risk Assessment: List key business risks and existing control mechanisms
• Current Practices: Document existing decision-making processes and reporting structures
• Template Selection: Use our platform to generate a customized document that automatically includes all required Swiss legal elements

• Board Structure: Clear definition of board composition, roles, and independence requirements under Swiss law
• Shareholder Rights: Detailed procedures for general meetings, voting rights, and information access
• Risk Management: Framework for identifying, assessing, and managing corporate risks
• Compliance Framework: Internal control systems and reporting mechanisms
• Compensation Rules: Transparent policies for executive and board remuneration
• Information Policy: Guidelines for corporate communication and disclosure requirements
• Audit Procedures: Internal and external audit processes aligned with Swiss regulations

A Corporate Governance Document differs significantly from Amended Articles of Association in several key aspects. While both documents play crucial roles in Swiss corporate law, they serve distinct purposes and operate at different organizational levels.

• Scope and Purpose: Corporate Governance Documents provide operational frameworks for management and oversight, while Articles of Association establish the company's fundamental legal structure and existence
• Modification Process: Governance documents can be updated by board resolution, but Articles changes require formal shareholder approval and commercial registry filing
• Content Focus: Governance documents detail day-to-day management practices and controls, while Articles define basic rights, share structure, and corporate purpose
• Legal Standing: Articles are legally mandatory and publicly registered, whereas governance documents are internal policy instruments that build upon this foundation