The Organs of the Corporation
The corporation consists of three bodies:
- the general meeting
- the administrative board
- the auditing department.
The general meeting is the topmost body of the company which decides in particular on the appointment and amendments of the status, approval of the annual accounts, appropriation of profit as well as the discharge of the management.
The general meeting must be held at least once a year (within six months upon expiry of the business year). Extraordinary General Meetings can at be convened any time by the administration board, shareholders, who hold at least 10 per cent of the capital stock or the auditing department.
The majority of the members of the administrative board must be resident in Switzerland and possess Swiss civil rights. An exception from this rule may be granted to the Holding company. In this case, at least one member of the administrative board authorized to represent must be resident in Switzerland. Only shareholders can be members of the administrative board. They can also hold shares in trust.
The administrative board is the management body of the corporation. It is legally entitled to non-assignable and non-deprivable tasks (e.g. top management of the company, determination of the organization, top supervision of persons responsible for the management, preparation of the business report etc.). The administrative board is open to delegate within a scope of organization regulations the delegatable part of the management to individual members (delegated) or on third (directors, authorized signatories).
The auditing department has to check, if the accounting and the yearly account as well as the application to the general meeting regarding the appropriation of the balance sheet profit are in conformity with the law and the statutes.
The auditing department has to meet the demands regarding the competence and independence from the administration board and the majority of the shareholders. At least one auditor must be resident in Switzerland