Corporate Governance & Compliance

Bühler Law advises corporate groups, companies, foundations and public-sector institutions on all aspects of corporate governance, including governance structures, allocation of responsibilities and decision-making powers, the management of conflicts of interest, executive compensation, corporate governance and compensation reporting, and sustainability reporting. We support clients in the preparation of shareholders’ meetings, provide legal back-up during meetings, assist in dealing with activist shareholders and shareholders’ agreements, and advise on succession planning and public corporate governance matters.

Governance Structures

• Composition of boards of directors
• Establishment and organisation of board committees
• Design of risk management frameworks
• Compliance organisation
• Internal control systems (ICS)
• Organisational regulations, codes of conduct and internal corporate policies
• Allocation of responsibilities and decision-making authority

Conflicts of Interest

• Policies and procedures for managing conflicts of interest
• Independent assessments and reviews in situations involving conflicts of interest

Reporting Obligations of Listed Companies

• Preparation and review of corporate governance reports
• Preparation and review of compensation reports
• Sustainability and ESG reporting

Executive and Board Compensation

• Compensation of boards of directors and executive management
• Design and implementation of remuneration systems
• Employee share and incentive plans (ESOPs)
• Compensation reports of listed companies

Shareholders’ Meetings of Listed Companies

• Preparation and review of corporate governance reports
• Preparation and review of compensation reports
• Preparation and review of sustainability reports
• Amendments to articles of association
• Notices and agenda items for shareholders’ meetings
• Shareholders’ information and inspection rights
• Special investigations
• Legal support and back-up during shareholders’ meetings
• Independent proxy representation

Corporate Governance in Corporate Groups

• Centralised group management and governance structures
• Allocation of management responsibilities and powers within corporate groups
• Management of conflicts of interest within corporate groups
• Role and responsibilities of subsidiary boards within a corporate group

Public Corporate Governance

• Ownership strategies of the Swiss Confederation and cantons with respect to their equity participations
• Stakeholder management in state-controlled enterprises
• Mandate agreements with public-sector representatives serving on corporate bodies
• Liability of public entities in connection with their shareholdings

Compliance and Internal Investigations

• Design and implementation of compliance frameworks
• Compliance management systems
• Whistleblowing frameworks and reporting channels
• Internal investigations relating to compliance breaches by members of corporate bodies

Board and Foundation Board Memberships

• Acceptance and performance of board and foundation board mandates in listed companies, family-owned businesses, state-controlled corporations and foundations
• Current mandates include:
  Valiant Holding AG · BLT Baselland Transport AG · Geistlich Pharma AG · Geistlich-Stucki Foundation · AXA Foundation Top Invest · Rudolf Geigy Foundation