Delegation of management by the board of directors: requirements

Learn how and under what conditions the board of directors of corporations may delegate management tasks.

2019

Delegation of management by the board of directors: requirements

Larger corporations have a Management Board and an Executive Management. However, by law, the overall management responsibilities generally belong to the Management Board. These responsibilities can be delegated to individual members or to third parties, provided they do not belong to the non-transferable tasks of the Management Board. We will show you under what conditions this happens.

The Management Board of a corporation is responsible under Swiss law for all matters not legally or according to the bylaws delegated to the General Meeting. This generally includes the overall management. Often, especially in larger companies, this responsibility is delegated to relieve the Management Board. This delegation is allowed under Art. 716b CO. Art. 716a para. 1 CO lists the tasks of the Management Board that may not be delegated:

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