1 Where public sector corporations such as the Confederation, or a canton, district or commune have a public interest in a company limited by shares, the articles of association of the company may grant that corporation the right to appoint representatives to the board of directors or the external auditors, even if it is not a shareholder.647
2 In such companies and in public-private enterprises in which a public sector corporation participates as a shareholder, only the public sector corporation has the right to dismiss the representatives it appointed to the board of directors and the external auditors.648
3 The members of the board of directors and external auditors appointed by a public sector corporation have the same rights and duties as those elected by the general meeting.649
4 The public sector corporation is liable to the company, shareholders and creditors for the actions of the members of the board of directors and external auditors it appoints, subject to rights of recourse under federal and cantonal law.
5 The right of public sector corporations to appoint or remove representatives on the board of directors also applies to companies whose shares are listed on a stock exchange.650
647 Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
648 Term in accordance with No II 2 of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). This amendment has been taken into account throughout the Code.
649 Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
650 Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
649 Abrogato dall’all. n. 5 della LF del 24 mar. 2000 sul foro, con effetto dal 1° gen. 2001 (RU 2000 2355; FF 1999 III 2427).
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