Private Equity Minority Investments - Universität St.Gallen

2 Aspects of an Investor Information System2.1 ObligorsChapter V: Access to InformationFirst and foremost, the investor information system must define the rolesand responsibilities of individuals subject to reporting and informationobligations. The persons particularly suitable are the board of directors’chairman, the chairpersons of board committees, committee members,executive and regular board members, third-party managers, andcontrollers. In addition to depending mainly on the board of directors andsenior managers as the primary source of information, PEMIs may alsowant to establish direct access to the officers and employees – the levelbelow top management. Theoretically, any employee and/or representativeof the firm can be useful to supply information. 2230 Yet, to prevent anunnecessary disruption of the ordinary course of business, granting suchaccess to particular information providers with regard to particularinformation, and only in the event of defined circumstances or events, oronly at set recurrent dates, could be a good approach.The PEMI’s board representatives’ statutory rights to information outsideboard meetings may be expanded in that it not only relates to the generalcourse of business, but to all or a defined set of information objects relatedto corporate affairs without the chairman’s prior authorization. 2231 Thechairman’s authorization can also be waived for inspection requests. 2232 Inthe broadest sense, board members may be granted a comprehensive rightto procure information, both during and outside board meetings, from bothexecutive managers and subordinate employees. 2233 The practical questionthat arises in such a case is how the requests for information outsidemeetings are to be handled. Inquiries not automatically brought to theattention of the chairman of the board or CEO are difficult to coordinateand to integrate into the official circulation of information and, as a result,may hinder attaining the objective of simultaneous and equal disclosure toboard members. It is therefore advisable to stipulate that any requests forinformation or inspection to be addressed to the chairman of the board who,in case he/she does not provide the information directly then functions as apoint of coordination. 2234 Even if the requirement of an expressauthorization of the chairman is waived or dispensed with, providing2230See KUNZ, Verwaltungsratsmitglied, p. 579; BÄCHTOLD, p. 67.2231See HORBER, Informationsrecht, p. 122, N 371; FORSTMOSER/MEIER-HAYOZ/NOBEL, § 28, N104; KRNETA, CO 715a, N 1063; BÄCHTOLD, p. 67.2232See KRNETA, CO 715a, N 1063; BÄCHTOLD, p. 67.2233See FORSTMOSER/MEIER-HAYOZ/NOBEL, § 28, N 104.2234See HORBER, Informationsrecht, p. 122 et seq., N 372.355