Federal Act on the Amendment of the Swiss Civil Code (OR)

Art. 810OR from 2022

Art. 810

¹ The managing directors are responsible for all matters not assigned by law or the articles of association to the members’ general meeting.

² Subject to the reservation of the following provisions, the managing directors have the following inalienable and irrevocable duties:

1.

the overall management of the company and issuing the required directives;

2.

determining the organisation in accordance with the law and the articles of association;

3.

organising the accounting, financial control and financial planning systems as required for the management of the company;

4.

supervising of the persons who are delegated management responsibilities, in particular with regard to compliance with the law, articles of association, regulations and directives;

5.

the preparation of the annual report (annual accounts, management report and if applicable consolidated accounts);

6.

the preparation for the members’ general meeting as well as the implementation of its resolutions;

7.

the notification of the court in the event that the company is overindebted.

³ The chairman of the executive board or if applicable the sole managing director has the following duties:

1.

to convene and chair the members’ general meeting;

2.

to issue communications to the company members;

3.

to ensure the required notifications are made to the commercial register.