“Every company should have the freedom to choose the diversity that suits them best”


From large multinational companies listed on the stock exchange to local SMEs, Switzerland has more than 100,000 public limited companies. President of swissVR, an association that represents board members, Cornelia Ritz Bossicard speaks out against quotas for women in corporate governance bodies. Maintenance.

This content was posted on September 04, 2022 – 11:15 am

To better understand the role of boards of directors and their members (directors), swissinfo.ch went to meet Cornelia Ritz Bossicard. This director of several limited companies is also chairman of swissVRexternal linkan independent Swiss association of board members.

The aim of swissVR is to strengthen skills within Swiss boards of directors, through experience sharing, company visits, research, publications and continuing education offerings to various organisations.

Cornelia Ritz Bossicard in a nutshell

After earning a master’s degree in business management at HEC Lausanne and Freie Universität Berlin, Cornelia Ritz Bossicard worked for nearly 20 years in the audit field at PwC in Lausanne, Zurich and Silicon Valley.

She currently sits on several boards of directors, in particular that of IVF Hartmann (chairman) and Läderach. She is also President of the Foundation Board of the César Ritz Niederwald Foundation, a member of the board of the Federation of Migros Cooperatives and a member of the ETH Board. Since 2018, she has chaired the swissVR association.

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swissinfo.ch: What are the main tasks of board members?

Cornelia Ritz Bossicard: Swiss law stipulates that members of boards of directors have seven non-transferable and inalienable tasks. Among these tasks, I highlight three key elements. First, the definition of the strategy; it should be noted that in other countries, for example in Germany, this responsibility lies with the management and not with the board of directors. Second, the determination of the organization, in particular the appointment of the CEO (general manager). Thirdly, financial control, namely the obligation to inform a competent court without delay in the event of over-indebtedness; this point is also another specificity of Switzerland.

What qualities should board members have?

All members must have strategic skills, demonstrate leadership and be knowledgeable about finance. Also, collectively, these members should have specific knowledge – for example, about the digital transition – according to the needs of the company. Of course, it is important that the members of a board of directors form a team.

What are the differences between a board of directors of a family SME and that of a start-up or a large multinational corporation?

All boards face the same fundamental challenges. However, their role varies a little, in particular according to the shareholding and financing methods of the companies.

For example, in the case of a very small company with a single shareholder and no debt, the board of directors mainly plays the role of an advisor. In the case of an SME with minority shareholders, it is the responsibility of the board of directors to ensure that the interests of all shareholders are protected. As for listed companies, the board of directors must, of course, be comfortable with the specific rules of the stock exchange, in particular with regard to financial transparency, ad hoc communications and insider trading.

In the United States and France, for example, it is common for the same person to hold the presidency of the board of directors and the CEO. And Switzerland?

Legally, this dual function is possible (except in certain cases, such as in banks). However, I do not recommend it because the presidency and the directorate-general are, in themselves, solitary works: therefore, the opportunity to create a whole should not be missed.

Of course, in the case of young companies, it is understandable that the two positions are held by the same person, usually the founder and main shareholder. In the case of family SMEs, this dual function is not uncommon either. On the other hand, in the case of large companies, especially those listed on the stock exchange, this rarely happens; if absolutely necessary, it is important to counterbalance this situation with the presence of an independent director.

In a Swiss limited company, at least one person authorized to represent the company must reside in Switzerland. For what reasons?

In a Swiss corporation, all directors, directors or shareholders can be foreigners. However, at least one member of the board of directors (or a director) with subscription rights must, in fact, reside in Switzerland. In my opinion, the legislators wanted limited liability companies to have a minimal link with Switzerland. Furthermore, in the event of a problem, it is important that the justice system has access to a responsible person who is physically present in Switzerland.

In some countries, the law encourages the presence of foreign directors in large companies. And Switzerland?

Swiss legislation is silent on this point, but the question does not arise. According to the latest Schilling reportexternal link, in the 92 largest Swiss companies, 36% of the board members are foreigners. This percentage increases to 61% if we consider the twenty largest companies listed on the Swiss Stock Exchange.

In the case of publicly traded companies, Swiss law encourages a minimum participation of 30% of women on boards of directors, but only 20% on management bodies. How to explain such a difference?

The difference between these two percentages can be surprising, but it is easier to recruit a board member from outside than it is to recruit a board member.

Despite the record increase in nominations from womenexternal link last year, its representation reached just over 30% on the boards of directors of the main companies listed on the Swiss stock exchange. Are you in favor of quotas?

Inside boards of directors, diversity is essential and it is important to bring together very different profiles (skills, ages, nationalities, genders, etc.) if it suits. In this context, I am not in favor of quotas for women.

How do companies identify candidates for their boards of directors? To what extent can Swiss abroad be considered?

Ideas for candidates often come from current board members, shareholders and CEOs. Very rarely, companies use the services of headhunters or online platforms. It is uncommon for board term offers to be published. If, for example, a Swiss company intends to conquer the American market, it is of course plausible that a person of Swiss nationality residing in the United States would be an interesting candidate. Finally, in the case of listed companies, the search to find a new member of the board of directors is surrounded by great discretion, as it is important not to derogate from the specific rules of ad hoc communication.

Can board meetings be held abroad or even virtually? Can the minutes be written in a foreign language?

On these points, Swiss law is flexible. If the company’s articles of association allow, the meetings of the board of directors can perfectly be held abroad or be carried out by video; moreover, decisions can even be taken by means of circulars. As for the minutes, it is possible to write them in foreign languages; however, if extracts have to be presented to the Swiss authorities (e.g. to inform a cantonal commercial registry of the election of a new member of the board of directors), these extracts must, in principle, be written in the language of the canton in question .

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According to JTI standards

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