Action Minutes are essential corporate governance documents used to record formal meetings and decision-making processes in Swiss companies. They are required under Swiss law whenever official corporate meetings take place, including board meetings, shareholder meetings, and committee meetings. The minutes must comply with the Swiss Code of Obligations and other relevant corporate governance regulations, providing an accurate and complete record of all significant discussions, decisions, and votes. Action Minutes serve multiple purposes: they act as official evidence of corporate decisions, protect board members by documenting their deliberation process, and provide a reference point for implementing resolved actions. They are particularly important in circumstances requiring proof of corporate authorization, during regulatory audits, or in legal proceedings.
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1. Meeting Details: Date, time, location, and form of meeting (in-person, virtual, hybrid)
2. Attendance: List of present participants, including chair, secretary, and any invited guests or advisors
3. Quorum and Constitution: Confirmation that the meeting is properly constituted and quorum requirements are met
4. Agenda: List of items to be discussed and decided upon
5. Previous Minutes: Approval of minutes from previous meeting(s)
6. Discussions and Deliberations: Summary of key points discussed for each agenda item
7. Resolutions: Formal decisions made, including voting results and any dissenting opinions
8. Next Steps: Actions to be taken, responsible parties, and deadlines
9. Closure: Time of meeting conclusion and signature block
1. Conflicts of Interest: Required when any participant declares a conflict regarding agenda items
2. Reports: When committees or specific individuals present formal reports
3. Guest Presentations: When external parties or experts make presentations
4. Reserved Matters: When dealing with special approval items requiring specific majority or unanimous consent
5. Circular Resolutions: When documenting decisions made by written resolution between meetings
6. Virtual Meeting Provisions: Required for virtual or hybrid meetings, including technical arrangements
1. Attendance Register: Detailed list of attendees with signatures (for physical meetings)
2. Supporting Documents: Key documents referenced during discussions
3. Financial Reports: When financial matters are discussed or approved
4. Presentation Materials: Copies of any presentations made during the meeting
5. Voting Records: Detailed voting results for significant decisions
6. Power of Attorney: If any participants are representing others through power of attorney
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Professional Services
Retail
Energy
Transportation
Telecommunications
Education
Non-Profit Organizations
Construction
Insurance
Pharmaceuticals
Relevant Teams
Legal
Corporate Secretariat
Board Administration
Compliance
Corporate Governance
Risk Management
Internal Audit
Executive Office
Finance
Corporate Affairs
Relevant Roles
Chief Executive Officer
Board Director
Company Secretary
Corporate Counsel
Chief Financial Officer
Compliance Officer
Managing Director
Board Chairman
Executive Committee Member
General Counsel
Corporate Governance Officer
Risk Manager
Internal Auditor
Department Head
Senior Executive
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