Key points in brief

  • The board of directors of an SME usually consists of the owners, family members, trusted persons – and, ideally, members with a specific expertise or a visionary perspective.
  • Making the right selection for the board is based not only on the obvious people and the current needs of the company, but also on skills that will be needed in the future.
  • The optimum number of board members usually depends on the size of the company – for many private companies between three and five members.
  • The members of the board are not simply interested in monetary compensation, but want (and are required) to actively shape the strategy of the company.

The Swiss Code of Obligations does regulate some minimum requirements for the board of directors, but how the board is set up is largely left to the shareholders.

Thus, both young companies and established SMEs are faced with the question of how to put together the best board possible. We share our experience with you here.

1. Starting with the obvious: owner, family, trusted persons

The boards of directors of many SMEs consist of the owner and a trusted person such as a lawyer. If there is more than one owner or if it is a larger family business, the owners or the family/families are often each represented by one person.

Advantages of a close-knit, family setting include the typically good knowledge of the company gained over many years, often also shared values and interests.

Irrespective of this, the question arises as to whether this obvious constellation exploits the full potential of the board of directors and whether all the necessary professional skills are represented on the board. Boards that are independent of shareholders can make a big difference in a company, as they often contribute innovative approaches and new, critical perspectives. So before selecting members, it makes sense to consider what expertise you would like to bring on board for the future development of the company to complement existing skills.

Use our network

Do you sometimes find yourself wondering whether other companies are pondering the very same questions as you? We don’t only support you with financial matters.

Drawing on our extensive network, we offer you solutions to any challenges you many face during your day-to-day activities. Including for issues relating to strategy or expansion, for example.

2. Expanding the skill set: people with specific expertise

By appointing new, independent board members, the board of directors is a good way for SMEs to acquire new expertise, to enlarge their network of contacts and to benefit from experts. Besides entrepreneurial leadership and organizational experience, companies should look for strategic skills, industry know-how and specific (international) market knowledge, not to mention legal, financial and IT or digitalization skills.

  • Strategic skill sets are essential, given the primary duties of the board of directors. On the one hand, it depends on the “owner strategy” – the goals the owners want to achieve with the company, including the fundamental values and visions – both as a “guiding star” to the outside and for the staff internally. But it is also about the strategic objectives that they want the company to strive for in the future. Thus, companies often seek board members whose focus is on strategic corporate development or who are very knowledgeable about certain current developments – e.g. digitalization trends.
  • Even an experienced management often suggests bringing in additional industry expertise to the board. Not least, having professionals from the relevant sector can also help a company strengthen its industrial, global network of contacts.
  • For example, a board member with specific (international) market knowledge is often sought by start-up companies when they want to enter new geographical markets. Because new markets often contain pitfalls that only an insider can know and avoid.
  • Legal expertise is imperative for the board of directors, being a component of the duties of the members of the board. In practice, the aspect of legal know-how is often covered by appointing a lawyer as board secretary.
  • Skills in finance, risk management and IT are also central to the overall management of a company – not least because the board of directors is also responsible for financial and risk control.

For companies that are readying themselves for particularly strong growth or even the sale of the company, it can make perfect sense to get the specific competences needed for this on the board of directors. However, it is important to tackle this in good time – ideally at least two to three years in advance.

You might also like to read the article on selling your company (in German).

Our tip: Think very carefully about the path you want to take with your company and which areas of expertise you are currently lacking. Search specifically for suitable board members who have the necessary skills. 

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3. Embracing the visionary: far-sighted board members

The requirements for board members usually go beyond mere professional expertise: Companies look for an entrepreneurial mindset and practice, the ability to work in a team, integrity and independence – and definitely also a visionary component to help the company to develop in a new direction. This visionary component can be particularly effective for companies facing a period of transformation or a change of culture, but especially for the many ambitious, fast-growing young companies out there, i.e. start-ups and scale-ups.

Simple answers to important questions about the board of directors

From the duties of the board of directors to the ideal size and the role of the chairman of the board – we provide answers to your questions.

Portrait of Joachim Leonhartsberger

Joachim Leonhartsberger

Relationship Manager, Corporate Clients Zurich

Joachim Leonhartsberger’s career at UBS has been dedicated to advising companies and entrepreneurs. Joachim has worked in the areas of corporate finance and corporate clients for a total of over 20 years. One focus of his work is the preparation of company owners and executives for strategic transactions such as company acquisitions and sales as well as growth financing.

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