Are you thinking about adapting your corporate governance to meet the various ESG requirements?
Are you striving to minimize contractual and legal risks arising from the various ESG regulations?
Due to the ever-increasing social pressure, there is no way around sustainable corporate governance. Designing comprehensive and sustainable corporate governance requires consideration of many different aspects.
KPMG Law Switzerland will support you in implementing a balanced and sustainable corporate governance.
Governance and ESG as a source of tension between the various stakeholders
The challenge is to find a balance between the differing interests of the various stakeholders. Shareholders usually want to see an appropriate return on their investments, while other stakeholders, such as employees, customers and society as a whole, also need to be considered.
Companies are increasingly striving for sustainable action and must comply with the legal principles and regulations that apply to the company’s corporate governance. These regulations may vary depending on the country and the company's area of activity.
In essence, ESG concerns all aspects of corporate governance. This means that ESG can have an impact on the following areas:
- the Board of Directors
- shareholders
- organizational structure
- transparency and disclosure
- integrity and ethics
- risk management
- remuneration
- stakeholder participation
What role does the Legal Department play in the implementation of ESG?
The Legal Department plays an important role in the implementation of ESG. Its tasks include ensuring compliance with all legal requirements, assessing ESG risks, developing policies and procedures, assisting with due diligence, reporting and disclosing ESG data, and stakeholder engagement. The exact role varies depending on the company.
Read more on how to navigate the legal challenges of ESG Implementation on our Blog.
Our services in corporate governance
Drawing on our wide range of expertise, we help your company comply with ethical standards and implement sustainable corporate governance systems.
We can support you in the following areas:
- preparing a company-specific legal overview with the regulations that are actually applicable to the company and to what extent (hard law / soft law).
- the design and adaptation of corporate documentation to new legal requirements
- advising and drafting shareholders’ agreements
- advising on the structure of the Board of Directors
- the development of remuneration systems for the Board of Directors, management and other employees
- the development and implementation of compliance programs to identify, assess and mitigate legal and regulatory risks
- the development of codes of conduct
- advice on anti-corruption and anti-corruption policies
- supporting conformance with non-financial reporting obligations by developing ESG reporting frameworks and fostering transparency
- support in the organization and administration of charitable foundations
Find out more in our factsheet on ESG regulations in Switzerland.
Our approach to the design of corporate governance
Typically, our advice is divided into the following phases:
- A kick-off meeting to understand the background and define the goals and timeline
- Analysis of (existing) corporate governance
- Meetings with the Board of Directors, management and key shareholders, if necessary
- Workshops with persons with various responsibilities to identify inconsistencies and the potential for improvement
- Analysis of legal and ethical requirements
- Preparation of specific recommendations
- A discussion of recommendations with the persons responsible
- Implementation of the recommendations agreed in Phase 2
- Drafting of contracts, articles of association and other legal documentation
- Implementation of changes to the Commercial Register
- etc.
- Continuous reviews of implementation
- Formulation of any amendments (as required)
- Ongoing review of legal requirements
- Ongoing amendments of corporate governance structures in response to changing conditions
How does KPMG support you?
The team of experts at KPMG Law Switzerland will support you build and/or enhance a sustainable corporate governance system. Our consulting services are designed to help companies develop and implement appropriate governance structures and processes.
This includes analyzing the specific needs of the company, taking the interests of the different stakeholders into account and alignment with the applicable legal framework.
Our goal is to help you establish robust and responsible corporate governance that meets the expectations and requirements of all stakeholders while fostering the company's long-term growth and success.
Your benefits
- Advice pragmatically tailored to the individual needs and special features of your company
- A rapidly available team of experts with expertise in corporate governance
- Pragmatic and solution-oriented approach
- Quick and easy access to a wide range of expert knowledge within KPMG firms worldwide and across all disciplines and services
- Smooth corporate governance design so that you can spend more time on day-to-day business and pursuing other projects
- Short reporting lines
- Continuous knowledge transfer
Contact our ESG experts
To meet legal, social and ethical requirements, contact our experts for more information on the development of sustainable corporate governance.
