In the case of a foreign meeting, it is the shareholders who can waive this requirement, by a unanimous decision. In the case of a virtual meeting, however, it can dispense with this if the articles of association authorize it to do so. The Corporations Code and parliamentary procedure both allow for board approval of membership. Both options require a corresponding provision in the articles of association and the appointment of an independent proxy. Fortunately, minutes can be approved by the board of directors. However, the shareholders’ meeting can also be held exclusively virtually or abroad. The law requires that a record of the resolutions, votes, and discussions must be kept in minutes.Īs a rule, the shareholders or their representatives attend the meeting in person (sometimes with the option to attend virtually) in Switzerland. The shareholders thus gather annually for an (ordinary) shareholders’ meeting. Meeting minutes for the most recent Council meeting are generally approved at the subsequent Council. Bowie recommends that the minutes of the previous meeting be distributed electronically, or by mail, as soon after the meeting as possible so that members have plenty of time to review and make corrections if necessary. Minutes for past Council meetings are available below. At least once a year, the shareholders of Swiss companies must meet within six months of the end of a financial year, primarily to approve the annual financial statements and results and to elect the members of the board of directors and the statutory auditors. The minutes of the previous meeting should be approved during the current meeting.
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