Many SME boards of directors are well-staffed in terms of industry knowledge and networking—but lack financial expertise. This rarely becomes apparent in day-to-day operations. It becomes evident when a bank asks for information, an investor comes on board, a succession is pending, or the auditor makes a finding.
As an independent member, I fill exactly this gap.
Board of Directors or Advisory Board, depending on the legal form and needs—with the mandate to represent financial and risk considerations within the board, not merely to provide guidance.
Twenty-eight years in financial management, most of that time as CFO, with responsibility for balance sheets totaling up to one billion Swiss francs. A report isn't just accepted—it's read.
For the Swiss division of a major international bank, I established a comprehensive risk management framework—spanning all subsidiaries and organizational units. The requirements of a regulated environment set the standard for what constitutes a robust risk overview.
Exam committees on both sides: as the chair and as a member. This shapes which questions are even asked by the committee.
Loan negotiations, growth financing, and the purchase and sale of companies—we provide support on both sides of the table.
Article 716a of the Swiss Code of Obligations lists the duties that the board of directors may neither delegate nor abdicate. Three of these are relevant here: the overall management of the company; the organization of accounting, financial control, and financial planning; and the general supervision of the persons entrusted with the management of the company.
The middle point is particularly noteworthy: Not only accounting, but also—and explicitly— financial planning is the responsibility of the board of directors—and cannot be delegated to the fiduciary. Anyone who takes this seriously needs someone on the board who can independently assess a liquidity plan.
The statutory body of a stock corporation—and only there. With responsibilities and liabilities under the Swiss Code of Obligations, registration in the commercial register, formal meetings, and a requirement to keep minutes. The strongest form of involvement, and the one that carries the most weight with banks, auditors, and investors.
It is not a statutory body, but a voluntary committee—and for that very reason, it can take any legal form. For a GmbH that does not have a board of directors, this is the obvious choice; the same applies to family-owned businesses or as a preliminary step if the parties first want to test their ability to work together.
A common misconception is that the advisory board is the liability-free option. That is true only as long as it provides advice. Anyone on the advisory board who effectively makes management decisions is considered a de facto governing body and is liable just like an elected member. The role must therefore be clearly defined in writing—not out of formalism, but so that, in the event of a crisis, it is clear who was responsible for what.
The right structure depends on the legal form, ownership structure, and the degree of commitment required. We can clarify this during an initial 20-minute consultation.
Deliberately few. A board position that is taken seriously requires more time than the meetings themselves—preparation, follow-up questions, and interim updates. Those who take on too many board positions cannot fulfill any of them thoroughly.
The fee is based on the frequency of meetings, the size of the company, and the scope of responsibility, and is determined prior to engagement. For SMEs, an annual flat fee is customary, with a possible surcharge for extraordinary work, such as a transaction.
The liability of a member of the board of directors is governed by corporate law and cannot be waived by agreement. Therefore, before the election, it is important to clarify whether directors’ and officers’ liability insurance is in place and what it covers. If it is not, this should be addressed at the first meeting.
Technically, yes, but it’s important to consider this: Anyone who keeps the books and at the same time serves on the body responsible for financial oversight is, to some extent, overseeing themselves. In small-scale operations, this is common and acceptable; but as soon as an auditing firm, a bank, or an external investor takes a look, I recommend separating these roles. I’ll explain in advance where I draw the line.
Yes. A fixed-term mandate makes sense, especially during succession or financing phases—with the explicit intention of leaving the board capable of acting on its own afterward, without me.
An initial conversation will help determine whether a position on the board of directors or the advisory board is a good fit—and whether there’s a good rapport. It’s free and nonbinding.
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