Duty of loyalty

The duty of loyalty is a core corporate governance obligation for directors and senior officers. In Switzerland it requires them to act in the company’s interest, avoid conflicts of interest, protect confidential information and refrain from exploiting corporate opportunities for personal gain. It complements the duty of care and is relevant to related-party transactions, competing activities, remuneration decisions and group structures. Breach may lead to civil liability, internal remedies or reputational consequences. Proper disclosure, recusal and independent approval processes help manage conflicts but do not automatically cure an abusive transaction.