Governance problems rarely announce themselves. They accumulate quietly — an entry nobody updated, a resolution nobody minuted, a policy nobody renewed — and surface at the worst possible moment: during a financing, a sale, a dispute, or a liability claim. The antidote is not more governance. It is a short, honest review once a year.

Here are the ten questions we would put to the board of any Swiss AG. Most can be answered in an afternoon. The value lies in actually asking them.

The record: does paper match reality?

1. Does the commercial register still reflect the truth? Board members, signatory rights, domicile, purpose, capital. People leave, roles change, and the register quietly drifts away from reality. Third parties are entitled to rely on it — which means the company bears the consequences of its own stale entries.

2. Are last year's decisions actually documented? Was the general meeting held and minuted, were the annual accounts approved, are board resolutions — including circular resolutions — written up, signed and stored in one authoritative place? A decision that cannot be shown is, when challenged, a decision that was never made.

3. Is the share register current and consistent? Every transfer recorded, restrictions in the articles respected, and the register reconcilable with what founders, employees and investors believe they hold. Cap-table archaeology is a diligence classic, and it never gets cheaper with time.

The people: who can act, and for whom?

4. Who can sign for the company — and should they still? Review signatory rights and internal authorization limits together. The register says who binds the company towards the outside; your internal rules say who is supposed to. Departed employees with active signing power and founders with unlimited individual signature past the point where that made sense are both common findings.

5. Are conflicts of interest declared and handled? Board members with stakes in suppliers, investors on both sides of a deal, a director's spouse consulting for the company. The question is not whether conflicts exist — in a small economy they do — but whether they are disclosed, minuted, and managed by recusal where it matters.

6. Is the organization on paper the organization in practice? Organizational regulations, delegated management, committee charters: do these documents describe how the company actually runs today, or how it ran two pivots ago? Delegation that is not properly documented tends to fall back on the board — precisely when something has gone wrong.

The protections: what stands behind the company?

7. Is the insurance still sized for the company you are now? D&O cover for the board, business liability, cyber where relevant. Companies grow, take on new activities and enter new markets; policies bought years earlier quietly stop matching the risk. Renewal is a reflex; re-scoping is a decision.

8. Do you know what is in your key contracts? The handful of agreements the company would genuinely miss — top customers, critical suppliers, leases, licenses, financing. Who owns them internally, when do they renew or expire, and which contain change-of-control or termination clauses that could surprise you in a transaction? If nobody can answer within a day, that is the finding.

The assets: is what you own actually yours?

9. Does the company own its IP and its data practices? Assignments signed by everyone who built something — founders, employees, freelancers, agencies. Trademarks registered where you actually do business. On data: does what you say in your privacy notice match what your systems actually do? The gap between the two is where problems live.

10. Would your records survive a stranger's reading? The synthesis question. If a bidder, a regulator or a court-appointed expert read your minutes, registers and contracts tomorrow, what impression of management would they form? Answering honestly usually produces the year's to-do list by itself.

Making it stick

Three habits turn this from a well-intentioned list into a working practice:

  • Put a fixed annual date on it — many boards tie it to the meeting that approves the annual accounts — and give one person ownership of the follow-up.
  • Track findings to closure. A checklist that surfaces the same gaps two years running is documentation of neglect, not diligence.
  • Scale honestly. A three-person startup AG and a group holding will answer these questions very differently; what matters is that the answers are true, written down, and acted on.

None of this requires a governance department. It requires an afternoon, a candid mood, and the discipline to fix what you find. If you would like an outside pair of eyes on the exercise — or on what it surfaces — we are happy to help.