The new study shows that Swiss SME boards of directors are stable but not very diverse. What triggered this study?

Tobias Herren: By law, the board of directors is responsible for the strategic direction of a company. Nevertheless, there are hardly any systematic analyses of how these bodies are or should be staffed in Swiss SMEs. Our initiative aimed to clarify this and provide valuable insights for business practice.

Petra Gössi: In addition, SMEs play a key role in the Swiss economy. Understanding how their management bodies function is essential - especially with regard to challenges such as diversity, which is also crucial for innovation and Switzerland's competitiveness in global competition.

The study also shows that only 20 percent of board members are women, and in the IT sector only 9.3 percent. What does this tell us about diversity in SMEs?

Petra Gössi: Unfortunately, these figures reflect the fact that women are still underrepresented in management positions. Particularly in technology-oriented sectors, there is a lack of targeted support measures and role models to bring women onto boards of directors. Diversity is not an end in itself - studies show that mixed teams often make better decisions.

Dominic Lüthi: The problem starts with the recruitment of new board members. In many SMEs, there is a lack of strategic planning, action is only taken when a vacancy arises and recruitment is often based on the chairman's closest personal network. The consequences: homogeneous committees, lack of independence and impetus. More transparency and structured recruitment processes are needed. Digital platforms such as VRMandat.com can provide valuable support. They enable SMEs to specifically find diverse candidates who are independent and meet the desired requirement profiles.

Another result of the study is the strong stability: the average term of office is 8.3 years. How do you rate these figures?

Raoul Stöhlker: Stability is positive because it ensures experience and continuity. Boards of directors are often closely linked to the owners, which is typical in SMEs. In family businesses in particular, this close connection is a source of trust and long-term orientation. Stability must not lead to stagnation. In a dynamic market environment, new impetus is needed - be it from younger members or international perspectives. perspectives. In family businesses, it is important to find a balance between traditional value orientation and openness to innovation in order to ensure adaptability and competitiveness.

Speaking of international perspectives: Only ten percent of the members of the Board of Directors do not have Swiss citizenship. Why is that?

Tobias Herren: This is due to the SME ownership structure in Switzerland and Art. 718 para. 4 of the Swiss Code of Obligations, which stipulates that at least one member of the Board of Directors must be resident in Switzerland. Many companies have strong regional roots and therefore recruit from their immediate surroundings. In border regions such as Ticino, there tends to be more non-Swiss nationals on boards of directors, but overall there is often a lack of awareness, that international members can provide valuable input.

Dr. Christoph Wenk Bernasconi: The low level of international diversity is also linked to the size of the company. The proportion of international board members is significantly higher in listed companies that operate globally. SMEs could benefit here by consciously expanding their networks.

CEO duality, i.e. the personal union of CEO and Chairman of the Board of Directors, is common in 57 percent of SMEs. How do you see that?

Dr. Christoph Wenk Bernasconi: It's a double-edged sword. On the one hand, it simplifies decision-making processes, especially in small, family-run companies. On the other hand, it harbors risks, for example through the concentration of power and the lack of critical voices on the board of directors. In the long term, SMEs should take care to separate these roles to ensure healthy governance.

What recommendations do you have for SMEs to improve diversity and governance?

Petra Gössi: SMEs should see diversity as an opportunity. Targeted programs are needed to bring women and international members onto boards of directors. Promoting young talent can also help to bring in new perspectives.

Dominic Lüthi: Transparency and the will for good governance are crucial. SMEs should open up their recruitment processes and specifically look for different perspectives - be it in terms of age, gender, professional background, industry knowledge or cultural diversity. Diversity on boards of directors is more than an ideal - it has been proven to lead to more informed decisions and a more balanced risk assessment. Different experiences and views enrich the discussions on the board and strengthen the strategic direction.

Tobias Herren: And ultimately, SMEs should have the courage to allow change. Diverse and independent leadership is not only in keeping with the times, but also a success factor for decision-making processes with an impact on the future.

About the study

Angelo Antonio Di Feo's master's thesis on the composition of boards of directors in Swiss SMEs was written at the University of Zurich under the supervision of Dr. Christoph Wenk Bernasconi. It is based on a detailed analysis of 28,000 SME data sets and makes an innovative contribution to corporate governance research in the SME sector.

The initiators

The initiative to carry out a study on the appointment practices of SME boards of directors was initiated by Tobias Herren, lawyer at Bratschi AG, Petra Gössi, member of the Council of States, Raoul Stöhlker, managing partner of Stöhlker AG, and Dominic Lüthi, founder of VRMandat.com. Dr. Christoph Wenk Bernasconi from Finance Executive Education at the University of Zurich supervised the development of the studies.

About the article

The article originally appeared in “UnternehmerZeitung 1/2025, p. 12-13”.