Board Services

Good corporate governance benefits all stakeholders and drives sustainable performance, including financial success.

The fundamental changes almost every company has to manage e.g. considering the digitization are not new, however, the speed of the transformations is a challenge.

All oversight and leadership bodies of private as well as public organizations increasingly will need to focus above all on setting the tone on HOW changes are managed as well as on ethical, cultural and reputational aspects and despite the CEO’s fundamental role in that respect.

They need to make sure that everybody is on the same page and that management has a clear understanding and plan on how the organization’s changes and culture are being promoted and managed.

This means among others, everyone and all members of the board and management have to lead by example. Compliance and ethics are at the core a leadership question.

Moreover, when a crisis situation e.g. an investigation occurs, each and every board member should exactly know his or her duties and responsibilities, know about the crisis plan(s) and procedures that are in place and be able to provide support as needed (see also practice area “Project and Crisis Management”).

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CEO and Member of the Board of Directors after the IPO when preparing for the first General Meeting of Shareholders

Services include:

Board mandates
  • Board mandates including officially registered substitute (“Suppleanten”) roles as well as advisory council functions or sparring partner roles to individual committees or members when interdisciplinary skill sets from my practice areas and very broad long-term advisory roles would be a helpful, additional and balancing voice.
  • External corporate secretary services.
  • Liquidator and other extraordinary roles and functions.
Board governance
  • Support and advise boards of companies of all types, be it market-leading owner managed businesses, medium-sized public companies and publicly traded corporations and increasingly institutions and non-profit organizations on all board duties and responsibilities, governance and fiduciary issues.
  • Advice on appropriate board governance structures including ownership assignments based on applicable corporate governance regulations and/or disclosure requirements, code(s), recommendations etc. including group related questions.
  • Reviewing, drafting, negotiating, implementing of monitoring schemes of rules and regulations of all kinds relating to all board businesses as well as the board’s own compliance (articles of association, organizational regulations, committee charters, communication regulations etc.) as well as agreements (shareholders’ agreements etc.).
  • Advice on the legal framework regarding board composition and succession planning and all formal requirements to implement and execute changes.
  • Advice on board related personnel issues (board member and top management mandate agreements, job description, evaluation and assessment as well as selection etc.).
Board legal risk and compliance oversight
  • Advice on the board’s risk and legal/compliance supervisory duties and responsibilities relating to the company’s – present and evolving – risk exposure including building a culture that values ethics and compliance.
  • Advice on legal/compliance strategy and leadership alignment (value proposition, functional organization etc.), transparency/communication principles and measures, Code of Conduct/Ethics.
  • Advice on the design of the architecture of the Chief Legal/Compliance Officer’s function, duties and responsibilities.
  • Advice on the monitoring of internal investigations and crisis management including the management of suddenly emerging new political, financial or diplomatic developments and human rights issues etc. based on standards, principles and the values of the organization.
  • Advice on listing and stock exchange rules and other financial services or specific industry related regulation and compliance rules (specific industry related reporting schemes, disclosure of shareholdings, management transactions, ad hoc publicity, insider regulations, conflicts of interest matters etc.).
  • Advice on audit related and other reporting questions.
  • Advice on the management and documentation of board meetings and shareholders’ meetings.
  • Protecting boards and serving as an emergency (first) responder when things are getting urgent.
  • See more services and reference transactions when checking out the other practice areas.

Illustrative reference transactions, competencies and achievements include:

Advisor to the company and in particular to the chairperson of the board of directors:

  • 25+ years of sustainable success in the international arena as a business lawyer in advising shareholders, members of top management and of the board of directors, having attended dozens of board and top management meetings:
    See in particular the project lists relating to the other practice areas: almost all projects had board exposure/visibility.
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  • Advised on 100+ board related functional questions and meetings as well as documentation rules and regulation requirements including the drafting of numerous organizational regulations.
  • Advised on board deputyship questions implementing registered formal deputies (“Suppleanten”) in a joint venture context (first ever in the Canton of Zurich Commercial Registry).
  • Advised on independence and conflicts of interest criteria for and assessed independence of (potential) board members.
  • Advised on the preparation of dozens of shareholders’ meetings including in extraordinary transactional contexts and writing the meeting scripts and providing back-up advice services during the meetings as well as execution of decisions.
  • Successful management of various KPMG internal projects of the KPMG Board of Directors.

Recognitions:

  • Global Board Ready Women (officially named since 2013)