How do I become a member of a board of directors?
Basic requirements for a board mandate
To take on a board mandate in Switzerland, a person must meet three conditions: be of legal age (over 18), have full legal capacity (of sound judgement and not under a deputyship), and be a natural person. Legal entities cannot hold a board mandate.
Legal duties of the board of directors
The board of directors is the highest management and supervisory body of a stock corporation. Article 716a of the Swiss Code of Obligations (CO) assigns it seven non-transferable and non-waivable duties:
- the overall management of the company and the issuing of the necessary instructions
- determining the organization
- structuring the accounting, financial control, and financial planning, insofar as this is necessary for managing the company
- appointing and removing the persons entrusted with management and representation
- overall supervision of the persons entrusted with management, particularly with regard to compliance with laws, articles of association, regulations, and instructions
- preparing the annual report and the compensation report, preparing the general meeting, and carrying out its resolutions
- notifying the court in the event of over-indebtedness
The board cannot delegate these duties to management or to third parties. Board members are personally liable if they fail to fulfil them.
What skills does a board member need?
The law sets no formal professional requirements for board members. However, fulfilling the rights and duties described above requires members who are actually capable of doing so. In practice, a few competencies stand out as particularly sought after:
- strategic thinking and sound judgement at the level of the overall company
- leadership experience, ideally from one’s own management or executive role
- solid knowledge of finance and accounting, to critically assess figures
- industry knowledge relevant to the company’s specific sector
Two further areas are becoming increasingly important. The first is sustainability and ESG topics, as investors and regulators are demanding clearer reporting in this area. The second is a basic understanding of digital risk and cybersecurity, since incidents in this area fall directly under the board’s duty of oversight. Candidates who bring these competencies, or who build them through targeted further education, meaningfully improve their chances of landing a mandate.
Do I need to be a shareholder?
No. Since the minor corporate law reform of 2008, members of the board of directors of a Swiss stock corporation no longer need to also be shareholders. Anyone who wishes to hold or acquire shares is of course still free to do so.
Does residency or nationality matter?
There are no rules regarding the nationality or residency of board members. The only requirement is that the company can be represented by a person residing in Switzerland. This requirement can be met either by a board member or by someone in management. The rationale is that companies should maintain a minimum connection to Switzerland, and that the courts need to be able to reach a physically present, responsible person in the event of a dispute.
Where does Switzerland stand on the share of women on boards?
An analysis by SWIPRA covering the 100 largest SPI companies puts the average share of women at 35.2 percent for the period from July 2025 to June 2026. Mid-sized companies show the same share, at 35.2 percent. A broader study by the Ethos Foundation, which covers all 172 companies in the Swiss Performance Index, reports a lower 2026 average of 30.4 percent, up from 28.8 percent the year before. The difference mainly reflects the different company samples: the share of women is already noticeably higher at the largest firms than at smaller SPI-listed companies.
One thing is clear: general meetings are reacting increasingly critically when the share of women stays below the 30 percent threshold. According to Swipra, dissenting votes against nomination committee chairs at affected companies have recently risen to around 25 percent. For women candidates, this creates additional opportunities to land a mandate.
How do I get a board mandate?
Most board mandates are not publicly advertised. They are proposed by existing board members or by management. Networking is therefore a decisive step: joining industry associations, attending professional events, and actively using platforms for professional networking all raise a candidate’s visibility. A visible presence and a strong reputation within one’s industry improve the chances of being considered for a mandate.
Structured further education also pays off. A certificate program such as a CAS in board governance provides not only the necessary expertise in governance, finance, strategy, and law, but also connects candidates with other current and aspiring board members.
Once a person has been proposed for a mandate, the general meeting must elect them. Election requires an absolute majority of the votes represented, unless the articles of association specify a higher majority.