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With decades of experience helping companies go public, our IPO readiness assessment team can help you get ready for the big day — and beyond. Learn how.
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The board: your governance foundation
Nothing signals public governance maturity more clearly than the board composition strategy. The board of directors should be sized to meet the needs of the individual company – small enough for efficient decision-making yet large enough to bring together a diverse range of skills, experience and sector knowledge and perspectives needed to the oversee the company effectively. Additionally, most listing destinations require a majority of independent directors. Under the Swiss Code of Best Practice for Corporate Governance issued by Economiesuisse, independence means that directors hold no executive role within the company, have no prior audit relationship and maintain no material business ties that could impair their objective judgment.
Recruiting the right directors takes time. Identifying candidates, conducting due diligence and completing onboarding rarely happens in under six months. Companies that begin this process late often find themselves listing with placeholder directors which is a concern that sophisticated investors will spot immediately when reviewing the prospectus. As a starting point, a useful exercise for companies is to establish a skills matrix that maps current directors against what the board will require post-IPO.
Board committees
Under Swiss law, only the establishment of a compensation committee is mandatory for listed companies. However, in practice, companies preparing for an IPO typically establish additional board committees to align with market expectations, strengthen board oversight and demonstrate governance maturity to investors. The following three committees are commonly regarded as the backbone of a listed company’s governance framework: