«Gute Praxis» der Unternehmensführung: Was gehört sich und was funktioniert?
The legal means influencing the practice of the board are very largely the rules on director’s liability. The case law of the Federal Court has recently made these rules more efficient and more foreseeable through the development of a Swiss version of the Business Judgement Rule (BJR). They could be further improved if the Courts were to integrate Corporate Governance models in the BJR condition of a sound decision process. Yet, the legal framework cannot operate on its own. It must necessarily be completed by supra-legal elements such as a business culture welcoming a free flow of informations, including bad ones, within the corporation. In addition, boards increasingly have to take into consideration reputational effects and the Corporate Social Responsibility record of the company. Indeed, the Reputational Risk has become an important element of the decisional process, and the concept of Social Responsibility begins to play a role, despite the uncertainties on the precise legal…
