Governance

Are you thinking about adapting your corporate governance to meet the various ESG requirements?

Are you striving to minimize contractual and legal risks arising from the various ESG regulations?

Due to the ever-increasing social pressure, there is no way around sustainable corporate governance. Designing comprehensive and sustainable corporate governance requires consideration of many different aspects.

KPMG Law Switzerland will support you in implementing a balanced and sustainable corporate governance.

Adrian Tüscher

Partner, Head KPMG Law Switzerland, Attorney-at-Law

KPMG Switzerland

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Dominique Gottret

Partner, Attorney-at-Law, LL.M., Head Corporate & Business Law / Legal Deal Advisory

KPMG Switzerland

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Governance and ESG as a source of tension between the various stakeholders

The challenge is to find a balance between the differing interests of the various stakeholders. Shareholders usually want to see an appropriate return on their investments, while other stakeholders, such as employees, customers and society as a whole, also need to be considered.

Companies are increasingly striving for sustainable action and must comply with the legal principles and regulations that apply to the company’s corporate governance. These regulations may vary depending on the country and the company's area of activity.

In essence, ESG concerns all aspects of corporate governance. This means that ESG can have an impact on the following areas:

the Board of Directors
shareholders
organizational structure
transparency and disclosure
integrity and ethics
risk management
remuneration
stakeholder participation

What role does the Legal Department play in the implementation of ESG?

The Legal Department plays an important role in the implementation of ESG. Its tasks include ensuring compliance with all legal requirements, assessing ESG risks, developing policies and procedures, assisting with due diligence, reporting and disclosing ESG data, and stakeholder engagement. The exact role varies depending on the company.

Read more on how to navigate the legal challenges of ESG Implementation on our Blog.

The ESG-led legal function of the future

Future of Legal

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Our services in corporate governance

Drawing on our wide range of expertise, we help your company comply with ethical standards and implement sustainable corporate governance systems.

We can support you in the following areas:

preparing a company-specific legal overview with the regulations that are actually applicable to the company and to what extent (hard law / soft law).
the design and adaptation of corporate documentation to new legal requirements
advising and drafting shareholders’ agreements
advising on the structure of the Board of Directors

the development of remuneration systems for the Board of Directors, management and other employees
the development and implementation of compliance programs to identify, assess and mitigate legal and regulatory risks
the development of codes of conduct
advice on anti-corruption and anti-corruption policies
supporting conformance with non-financial reporting obligations by developing ESG reporting frameworks and fostering transparency
support in the organization and administration of charitable foundations

Find out more in our factsheet on ESG regulations in Switzerland.

Our approach to the design of corporate governance

Typically, our advice is divided into the following phases:

Analysis
- A kick-off meeting to understand the background and define the goals and timeline
- Analysis of (existing) corporate governance
- Meetings with the Board of Directors, management and key shareholders, if necessary
- Workshops with persons with various responsibilities to identify inconsistencies and the potential for improvement
Formulation of recommendations
- Analysis of legal and ethical requirements
- Preparation of specific recommendations
- A discussion of recommendations with the persons responsible
Implementation
- Implementation of the recommendations agreed in Phase 2
- Drafting of contracts, articles of association and other legal documentation
- Implementation of changes to the Commercial Register
- etc.
Review
- Continuous reviews of implementation
- Formulation of any amendments (as required)
- Ongoing review of legal requirements
- Ongoing amendments of corporate governance structures in response to changing conditions

How does KPMG support you?

The team of experts at KPMG Law Switzerland will support you build and/or enhance a sustainable corporate governance system. Our consulting services are designed to help companies develop and implement appropriate governance structures and processes.

This includes analyzing the specific needs of the company, taking the interests of the different stakeholders into account and alignment with the applicable legal framework.

Our goal is to help you establish robust and responsible corporate governance that meets the expectations and requirements of all stakeholders while fostering the company's long-term growth and success.

Your benefits

Advice pragmatically tailored to the individual needs and special features of your company
A rapidly available team of experts with expertise in corporate governance
Pragmatic and solution-oriented approach
Quick and easy access to a wide range of expert knowledge within KPMG firms worldwide and across all disciplines and services
Smooth corporate governance design so that you can spend more time on day-to-day business and pursuing other projects
Short reporting lines
Continuous knowledge transfer