Separating board and management responsibilities
Edited by Aesvorn GmbH · Updated: 29 October 2026 · AV-F01
How non-listed Swiss companies limited by shares can organise responsibility, decisions and reporting so leadership remains effective in everyday work. General guidance for Swiss AGs; other legal forms, regulated businesses and particular group structures require separate assessment.
When a board and management team work on the same question in parallel, duplication and conflicting instructions can result. Where responsibility is unclear, a decision may be postponed repeatedly. A useful allocation therefore connects three questions: who decides, who implements and who receives which information.
Start with the actual organisation
The board decides matters that the law or articles of association do not assign to the general meeting. It manages the business unless management has been delegated. A team is not automatically responsible for day-to-day management simply because its positions are described that way. The legal basis and effective organisation matter.
What remains with the board
Non-transferable duties include overall direction, determining the organisation, structuring accounting and financial control, and appointing and supervising those entrusted with management and representation. An internal task list cannot transfer these statutory responsibilities to management. Preparation and execution of resolutions can, however, be assigned.
What delegation needs
Unless the articles of association provide otherwise, management may be delegated in whole or in part under organisational regulations. These define tasks, functions and reporting. An organisation chart alone rarely answers these questions sufficiently. The articles, organisational regulations, authority matrix and actual practice should be consistent.
Describe decision rights as actions
“Responsible for investments” leaves open whether this means proposing, approving or implementing. Describe each action separately: management prepares the proposal; the competent body decides within its authority; a named person implements the resolution and reports results and deviations.
Who decides?
Identify the responsible body or function, the basis of its authority and any reserved approvals.
Which limits apply?
Define financial, risk, duration or significance thresholds. Consider connected transactions together.
Who contributes?
Name the person preparing the proposal and the facts and alternatives needed.
When is reporting required?
Specify recipients, timing and deviations that require immediate notification.
Who escalates?
Record the trigger, first contact and alternative route if that person is unavailable.
A fictional investment example
Management wants to replace an IT system. A board member has already indicated agreement to the supplier. Budget, signing authority and decision responsibility remain unclear. The first step is to check the existing rules and avoid further commitments. Proposal, resolution and contract signature are then treated as separate actions.
A useful proposal describes the operational need, alternatives including deferral, one-off and ongoing costs, significant risks and funding. The recorded resolution states what is approved, under which conditions and who may act next. Budget approval does not replace a check of representation authority.
One person may hold several roles
An owner may also be a board member and managing director. The functions remain distinct. Name the role in which a decision is being made and attribute resolutions to the competent body. Personal interests and conflicts of interest should be disclosed early and handled appropriately.
Review the allocation in practice
Individual instructions from board members: clarify the mandate and authority through the agreed leadership route to avoid conflicting instructions. Statutory supervision and information rights remain unaffected.
Reports without decision relevance: show deviations, consequences and whether a decision is required. More pages do not replace a clear message. Request missing information with an owner and deadline.
Authority limits that are routinely bypassed: examine the cause, wording and actual behaviour. The competent body should adapt the organisation where needed.
A manageable first step
Take the last three disputed decisions. Record who proposed, decided and implemented each one. Compare this with the applicable rules. Identify the issue to clarify, the document needed, an owner and a date. A later review of actual decisions shows whether the allocation works.
Official legal source
The relevant framework includes Articles 715a, 716, 716a, 716b, 717 and 717a of the Swiss Code of Obligations. Actual responsibilities and representation authority must be checked against the company’s documents.
Sources
Sources accessed on 29 October 2026. Practical approaches and examples are Aesvorn editorial content.
Using this information
This article provides general information and non-binding guidance. It does not replace individual legal, tax, financial or social insurance advice and has not been reviewed by a lawyer. No guarantee is given for completeness, currency, accuracy, suitability or legal effectiveness. Users must check and adapt the content to their circumstances and applicable requirements. To the extent permitted by law, Aesvorn GmbH excludes liability for losses arising from use. Mandatory liability, including for intent and gross negligence, remains unaffected. This notice does not guarantee a complete exclusion of liability. Examples are fictional business situations, not documented client cases.
Further resources
PDF and editable practical tools in the free library (German)
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