The Good Board

Agenda — situational briefings for boards

The board in ordinary times

1. Director onboarding Your duties engage on acceptance. What to do before your first meeting.
2. Executive dismissal and compensation The conflict structure determines defensibility.
3. Conflict-of-interest transactions Minor procedural short-cuts produce durable liability exposure.
4. The annual cycle — statements, audit, discharge Discharge is a narrower shield than most boards are told.

The board facing a decision

1. Dividend with a foreseeable liability The classic Swiss liability trap. Get the reserve analysis right before the distribution.
2. M&A, sell-side Process is doctrine. Management conflicts and single-bidder locks are the recurring failures.
3. Subsidiary oversight across borders Duty differentials between Swiss and local law are the exposure.
4. AI deployment — greenlight, expansion, retirement Mission-critical AI risks belong in the boardroom. Build the channel before you need it.

The board in distress

1. Regulatory investigation opens The first seventy-two hours frame the next three years.
2. Whistleblower report arrives A closed-without-investigation report is worse than no channel at all.
3. Shareholder dissent and derivative threat Read the specific rung of the remedy ladder. Over- and under-responding are both mistakes.
4. Capital loss or over-indebtedness proximate The zone where delay becomes a criminal offence.
5. Civil litigation commenced What the first board meeting after service needs to decide.
6. Cyber or data incident Seventy-two hours to decide. The decisions are the board’s.

Reference — the Swiss law, stated and updated

1. Director Duties under Swiss Law Art. 717 OR and the standard of care owed to the company.
2. Independent Oversight in Board-Level Disputes When and how boards should retain counsel independent of transactional teams.
3. Litigation Readiness for Swiss Boards Procedural and strategic posture before a dispute crystallises.
4. Shareholder Disputes under Swiss Law The full remedy ladder — information, special investigation, challenge, dissolution, liability, arbitration.
5. Corporate Criminal Exposure Art. 102 StGB and the board’s position during criminal investigations.
6. Litigation Funding and Governance Implications Third-party funding in Swiss disputes and what boards need to decide.
7. Board Duties in the Governance of AI Systems Emerging duties under Swiss law for boards overseeing AI deployment.
8. Decision-Making Under Uncertainty for Swiss Boards Art. 717 OR’s objective standard read alongside cognitive science.

Commentary, glossary, prompts — and the apparatus of the work

1. Commentary Dated notes on significant Swiss decisions — plus comparative readings from the UK, Delaware, and the European courts.
2. Glossary Swiss corporate-governance terms, defined in English.
3. Prompts A curated library for boards using AI in strategic decisions. Read first before use.
4. Search Across all reference articles, agenda, commentary, prompts, and glossary.
5. Subscribe Follow new entries via Atom or JSON Feed. No email list, no data collection.
6. About this work Authorship, methodology, citation, and use guidelines.