精东影业

The first part of the seminar will be dedicated to the reasons that can justify the dismissal of a Board member. As is well known, the General Assembly of a corporation can revoke all the individuals it has appointed. The right of revocation by the General Assembly plays a significant practical role, given its imperative nature and the fact that it cannot be limited by the company's bylaws. But what are the concrete reasons for potentially revoking a Board member's mandate? What are the consequences concerning compensation claims from the dismissed individuals? To answer these questions, legal bases and some jurisprudential cases will be analyzed. Following this, the seminar will delve into the information rights of Board members, emphasizing their responsibilities. The right to obtain information on all company matters is essential for every Board member to effectively manage the company. In close relation to each Board member's responsibility, the right to obtain information is central, as "those who are not sufficiently informed are not in a position to fulfill their duties of diligence and responsibility."

Next, the topic of delegating operational management will be addressed, specifically the various forms of delegation. In practice, the Board frequently uses the option to delegate company management, both for operational reasons and to limit its liability. Various forms of delegation exist, such as delegation to a Board member ("CEO"), delegation to one or more third parties who are not Board members ("directors"), or the less common option of delegating operational management to external third parties (management companies). Finally, the seminar's concluding part will be dedicated to conflicts of interest within the Board. This is an ever-relevant and practically significant topic, especially since the Swiss Code of Obligations does not provide explicit rules on the recusal of a director in case of conflicts of interest. However, this duty of recusal exists and derives from the obligation of loyalty. Special attention will be given to legal transactions between persons close to Board members and transactions undertaken by Board members themselves.

Program and Speakers

Reasons for Revoking a Board Member
Flavio Amad貌 
Lawyer and Notary, LL.M., Partner at COLLEGAL Studio legale e notarile Attorneys at law, Lugano

Managing Conflicts of Interest within the Board 
Massimo Calderan 
Lawyer, Partner Altenburger, Zurich and Lugano

Delegation of Operational Management by the Board
Gianluca Generali 
Lawyer, Partner at Studio 1896, Lugano  

Gianluca Airaghi
Dr. Lawyer, Partner at Studio 1896, Lugano

Information Rights of Board Members 
Lorenza Ferro
Lawyer, M.B.L. (HSG), Partner Kellerhals Carrard, Lugano  
 

Massimiliano Maestretti  
Lawyer, lic. iur., lic. oec. HSG, Partner Kellerhals Carrard, Lugano

Cost
CHF 350.-  
CHF 300.- for members of partner organizations

Registration


Registration Deadline
Tuesday, September 24, 2024

Recertification
The course is valid for SAQ (Swiss Association for Quality) recertification according to ISO 17024 standards for those who have obtained the title of Certified Board Member.