Professional Board of Directors
Traditions, personal values and, last but not least, the character of an entrepreneur are indispensable guarantees of success. However, they are sometimes also stumbling blocks or lead to blind spots. No one is immune to this.
An external, professional board of directors draws attention to such blind spots and points out alternatives to supposedly clear decisions. It is undisputed that a committed, well-trained, professional board of directors is an added value for any company.
Tasks and activities of the Board of Directors
The Board of Directors determines the organizational structures of the company. This includes the definition of business areas, the determination of responsibilities and the implementation of control mechanisms to ensure the smooth running of business processes.
Overall, the Board of Directors plays a central role in the management and supervision of the company. Through its comprehensive tasks, it makes a significant contribution to the sustainable development and success of the company.
Accounting, financial control and financial planning
One of the core tasks of the Board of Directors is to organize the accounting system. It ensures that all financial transactions are recorded and documented correctly. It also monitors financial control and ensures that the company's financial planning is based on solid foundations.
Appointment and dismissal of the Executive Board
The Board of Directors is also responsible for appointing and dismissing the Executive Board and authorized representatives. This ensures that qualified and suitable persons are appointed to leading positions in order to effectively achieve the company's objectives.
Overall supervision of the Executive Board
The Board of Directors exercises ultimate supervision over the Executive Board and regularly reviews its compliance with laws, articles of association, regulations and directives. This control function is crucial to maintaining the integrity and compliance of the company.
Preparation of the annual report and preparation of the Annual General Meeting
The responsibilities of the Board of Directors also include the preparation of the annual report. This report provides a comprehensive overview of the company's financial situation and performance. In addition, the Board of Directors prepares the Annual General Meeting and ensures that its resolutions are implemented.
Notification in the event of over-indebtedness or insolvency
In the event of imminent over-indebtedness or insolvency of the company, the Board of Directors is obliged to notify the judge. This measure serves to protect creditors and maintain the financial stability of the company.
Remuneration report for listed companies
If the company's shares are listed on a stock exchange, the Board of Directors also prepares a remuneration report. This report discloses the remuneration structures and amounts and contributes to transparency and accountability towards the shareholders.
Frequently asked questions about the Board of Directors mandate
Board members must ask uncomfortable questions. This requires a critical attitude, i.e. openness, the ability to take criticism and courage. Conflicts of interest of a personal, business or financial nature can influence independence of thought.
The Board of Directors is responsible for the organization of accounting, financial control and financial planning. The Board of Directors is responsible for appointing and dismissing the Executive Board and authorized representatives. The Board of Directors is responsible for the overall supervision of the Executive Board.
As a rule, a member of the Board of Directors is not an employee, although the company limited by shares must deduct AHV contributions from the Board of Directors' fee and does not have to pay VAT.
Board of Directors and CEO. It is also possible to be a member of the Board of Directors and CEO (or Board of Directors and Managing Director) at the same time.
In principle, the Board of Directors is liable for any fault, including slight negligence. Liability for wrong decisions is excluded from the personal liability of a Board of Directors. The Board of Directors must be allowed to take risks.
The board of directors (BoD) of an SME usually consists of the owners, family members, trusted individuals - and, ideally, members with specific skills or a visionary outlook.
The Board of Directors is elected by the General Meeting. It should not be equated with the Supervisory Board in Germany and Austria, as unlike the latter, the Board of Directors is not merely a supervisory body (Art. 716a para. 1 no.).