Guest:Michael
Guest:Michael YöndenPartnerHost:Friederike V. RuchCEOWho would you like to swap a day within your professional life?To be a chef in a restaurant cause I enjoy cooking.What has been the biggest AHA moment in your role?Always during crisis, they can be good cause they give you a push to moveforward.Where do you get the best ideas?While talking with others.What advice would you give to your 20-year-old ME from today's perspective?Just give your best performance and be kind to your people around you.What are you looking forward to in the next 12 months?That all of my staff is healthy and still enjoy coming to work in order that wegive best advise and services to our clientsMichael, thank you so much for this interviewand I look forward to reading your article!30
CONVINUS Global Mobility Insights - Frühling / Spring 2025Legal challenges when appointing a board ofdirectors in Switzerland with residence abroadAuthor: Friederike V. Ruch, CEO, CONVINUSIn Switzerland, there are a large number of board members who have such afunction or work for a Swiss company who are not resident in Switzerland butabroad. In these constellations, there are also numerous legal challenges andaspects to consider.A Board of Directors mandate can be structured based on different constellations.The most common form is the direct mandate. This means that a Board of Directorsmandate exists between the Board of Directors and the Swiss company.The following explanations refer to this constellation.To make it easier to understand, here is an introductory example:Peter Suter is a German citizen and lives in Munich (Germany). He is a member ofthe Board of Directors of Global Speciality Insurance AG in Zurich (Switzerland). Healso works as a lawyer with his own law firm in Munich (Germany).1. Duties of care and liabilityDirectors in Switzerland have a comprehensive duty of care towards the company,and this duty extends to all decisions they make. Even if the Board of Directors isdomiciled abroad, it remains liable in Switzerland for these obligations, such as:Duty of proper management:A Board of Directors must manage the company's business in the best interestsof the shareholders and the company.Liability for breach of duty:Breaches of legal requirements (e.g. in relation to corporate governance orinsolvency law) can lead to personal liability, regardless of the place ofresidence of the member of the Board of Directors.31
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