Private Equity Minority Investments - Universität St.Gallen

Part Two: Legal Framework and Tools5.1.4 Board of Directors Chairman 17825.1.4.1 Appointment and RemovalThe chairman of the board is appointed by the board of directors unless thearticles of association assign this power to the general meeting. 1783 In aGmbH, the chair of the management is typically elected by the meeting ofmembers, but this power may also be delegated to the managing officers viathe articles of association. 1784 The board chairman’s mandate regularly endswhen the term of office expires. 1785 However, he/she can be suspended orremoved from office at any time by a resolution of the board of directors orthe general meeting, if the chairman of the board is elected directly by theshareholders. In both cases, the discharged chairman remains a member ofthe board as long as the general meeting does not revoke his/her boardmandate. 17865.1.4.2 Powers 1787Since Swiss corporate law does not regulate the chairman’s position indetail, there is considerable latitude for task allocation for the board ofdirectors. Swiss laws on the GmbH explicitly set out certain dispositiveduties of the chair of the management, which the managing officers mayregulate differently. 1788 Due to the variety of corporate governancestructures in firms, the chairman’s duties can vary substantially. 1789FORSTMOSER, MEIER-HAYOZ, and NOBEL describe the role of the chairmanas very diverse, ranging from a full-time company leader with a strong rolein running the firm, particularly if serving simultaneously as a delegate or1782The term chairman is subsequently used for the person elected for an extended period time tohead the board of directors. The chairman is to be distinguished from the chairperson whoonly chairs a meeting for a day. See BAUEN/VENTURI, § 3, N 237; with further refernces,BÖCKLI, Aktienrecht, § 13, N 106. Also cf. German terminology in “Vorsitzende” (CO 713 ISec. 2) versus “Präsident” (CO 712).1783CO 712 I and II.1784CO 809 III. See WATTER/ROTH PELLANDA, Basler Kommentar, CO 809, N 16;NUSSBAUM/SANWALD/SCHEIDEGGER, CO 809, N 12.1785See, in detail, see HUNGERBÜHLER, p. 46; FORSTMOSER, Organisationsreglement, p. 48.1786See HOMBURGER, Zürcher Kommentar, CO 712, N 257.1787See, in detail on the statutory duties of the chairman of the board, HUNGERBÜHLER, p. 61 etseq.; on the unwritten tasks and powers, p. 87 et seqq.; also see ROTH PELLANDA, p. 278 etseq., N 588 et seqq. With regard to the duties of the chair of the management in a GmbH, seeWATTER/ROTH PELLANDA, Basler Kommentar, CO 810, N 14 et seqq.; HANDSCHIN, Gesellschaftsanteile,p. 109.1788CO 810 III. See WATTER/ROTH PELLANDA, Basler Kommentar, CO 810, N 14;NUSSBAUM/SANWALD/SCHEIDEGGER, CO 810, N 14.1789See HOMBURGER, Zürcher Kommentar, CO 712, N 258.286