The Corporate Board in Swiss, German and Austrian Law

Company and capital markets lawyers from Austria, Germany and Switzerland met at the Institute in June, 2022 to examine the governance structure of stock corporations in the three countries. The collected proceedings have now been published in a conference volume. It was the eleventh consecutive Swiss-German-Austrian symposium of its kind.

The boards that exercise control of stock corporations, as a matter of company law and securities regulation, are a central theme in any discussion of corporate governance. While Austria and Germany have a two-tier board structure, consisting of a Vorstand (management or “management board”) and an Aufsichtsrat (board of directors or “supervisory board”), Switzerland has a one-tier structure, with power vested in the Verwaltungsrat (the Swiss board of directors). Another area of difference is the level of labour codetermination: Germany has quasi-parity codetermination; in Austria, labour represents one-third of board membership; Swiss law does not provide for board-level codetermination by labour at all. The proceedings of the conference explore the similarities and differences among corporate boards in the three countries and trace their converging or diverging trajectories. Particular topics covered include the qualifications of board members, approaches to resolving various conflicts of interest, areas in which the board can constrain management, the board’s internal and external communications, legal recourse in the event of errors by the board, and the institution of a Beirat, an ancillary board that can be endowed with various responsibilities.

Image: © Max Planck Institute for Comparative and International Private Law