The Board Resolution Approving Financial Statements is a crucial corporate governance document required under Swiss law, particularly under the Swiss Code of Obligations (OR). This resolution is typically prepared annually following the completion of the company's financial statements and, where applicable, their audit. It documents the board's formal approval of the financial statements and demonstrates compliance with the board's non-transferable duties under Article 716a of the Swiss Code of Obligations. The resolution should be used whenever financial statements require board approval, typically annually or for interim statements if required. It includes details of the meeting, confirmation of the board's review, their assessment of the company's financial position, and formal approval. For listed companies, additional stock exchange requirements may apply, and the resolution may need to address specific regulatory requirements.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of board members present, confirmation of proper notice, and verification of quorum requirements
3. Chairperson and Secretary: Identification of the meeting's chairperson and appointed secretary
4. Review of Financial Statements: Statement confirming the board's review of the financial statements and related documents
5. Confirmation of Compliance: Declaration that the financial statements comply with Swiss law and articles of association
6. Board's Assessment: Board's evaluation of the company's financial position and performance
7. Resolution: Formal resolution approving the financial statements
8. Signatures: Signatures of the chairperson and secretary (or other authorized signatories)
1. Dividend Proposal: Include when the board is recommending dividend distribution to shareholders
2. Audit Report Acknowledgment: Include when external auditors have provided their report
3. Risk Assessment: Include when specific risk factors need to be acknowledged
4. Going Concern Statement: Include when there are specific considerations regarding the company's ability to continue as a going concern
5. Special Matters: Include when addressing any extraordinary items or special considerations in the financial statements
1. Annual Financial Statements: Complete set of financial statements including balance sheet, income statement, and notes
2. Auditor's Report: Report from the external auditors (if applicable)
3. Management Report: Annual report on the company's business performance and position
4. Budget Comparison: Comparison of actual results with budgeted figures
5. Profit Distribution Proposal: Detailed proposal for the allocation of profits (if applicable)
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