Article 17 - Eligibility, Duties
The Shareholders Meeting elects one or several Auditors each year as corporate Auditors (see endnote 79). Individuals, commercial companies or cooperatives may be elected as corporate Auditors. The corporate Auditors must be registered in the Register of Commerce.
The Auditors need not be shareholders; they may not be members of the Board of Directors or employees of the Corporation. They may not undertake any duties for the Corporation which are not compatible with their auditing mandate. They must be independent from the Board of Directors and from a shareholder who has the majority of voting rights. The Auditors must be able to perform its duties towards the Corporation (see endnote 80).
The corporate auditor's rights and obligations are those foreseen in art. 727 et seq. CO. It must attend the Shareholders Meeting to which it must report. By a unanimous vote the Shareholders Meeting may waive its right to the corporate Auditor's presence.
Endnotes
79. As well as, if need be, as group auditor (see art. 731a CO).
80 The Auditors must, based on their professional knowledge and their education be in a position to fulfil their task towards the corporation to be audited (art. 727a CO). Should the Corporation fulfil a condition of art. 727b CO (outstanding bond issue, shares quoted on the stock exchange or surpassing particular sizes pursuant to art. 727b para. 1 sec. 3 CO) the Auditors must furthermore be particularly qualified pursuant to the Federal Council's Ordinance on the Professional Qualifications of specially Qualified Auditors (dated June 15, 1992; SC 21.302). The particular qualification is to be checked by the Board of Directors (see hereinabove art. 14 sec. 10).
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
The Shareholders Meeting elects one or several Auditors each year as corporate Auditors (see endnote 79). Individuals, commercial companies or cooperatives may be elected as corporate Auditors. The corporate Auditors must be registered in the Register of Commerce.
The Auditors need not be shareholders; they may not be members of the Board of Directors or employees of the Corporation. They may not undertake any duties for the Corporation which are not compatible with their auditing mandate. They must be independent from the Board of Directors and from a shareholder who has the majority of voting rights. The Auditors must be able to perform its duties towards the Corporation (see endnote 80).
The corporate auditor's rights and obligations are those foreseen in art. 727 et seq. CO. It must attend the Shareholders Meeting to which it must report. By a unanimous vote the Shareholders Meeting may waive its right to the corporate Auditor's presence.
Endnotes
79. As well as, if need be, as group auditor (see art. 731a CO).
80 The Auditors must, based on their professional knowledge and their education be in a position to fulfil their task towards the corporation to be audited (art. 727a CO). Should the Corporation fulfil a condition of art. 727b CO (outstanding bond issue, shares quoted on the stock exchange or surpassing particular sizes pursuant to art. 727b para. 1 sec. 3 CO) the Auditors must furthermore be particularly qualified pursuant to the Federal Council's Ordinance on the Professional Qualifications of specially Qualified Auditors (dated June 15, 1992; SC 21.302). The particular qualification is to be checked by the Board of Directors (see hereinabove art. 14 sec. 10).
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
