Duty of care of directors
Directors must manage and supervise the company with the diligence expected of a prudent person in comparable circumstances.
The duty of care requires directors to make informed, diligent and adequately supervised decisions. In Swiss corporate law, it applies to board members and other governing persons according to their role, expertise and responsibilities. It covers organisation, financial monitoring, risk management, delegation, compliance and timely reaction to distress. Courts generally do not second-guess business decisions merely because they turned out badly, if the process was informed, independent and reasonable. Breach may create personal liability where damage, causation and fault are established.