The Federal Council appoints the SERV Board of Directors (BoD) for a term of four years; a new term of office commenced in 2024. The BoD is composed of seven to nine members, taking appropriate consideration of social partners (Art. 24 SERV Act [SERVG]). It is the supreme management and control body of SERV. Its tasks are outlined in Art. 24 SERVG and explained in more detail in SERV’s internal rules of procedure (RP).

The CEO is elected by the BoD. He manages and organises SERV and represents it externally. His tasks are defined in Art. 25 SERVG and further outlined in the SERV RP.

SERV’s Board of Directors is guided in its activities by the goal of sustainable corporate management. Its decisions take into account the interests of the Swiss Confederation, clients, employees and other stakeholders. To this end, the Board of Directors ensures effective and transparent corporate governance, characterised by clearly assigned responsibilities and based on recognised standards. In particular, SERV complies with the recommendations of the Swiss Code of Best Practice for Corporate Governance of Economiesuisse, the umbrella organisation of the Swiss economy.

SERV’s principles and rules on corporate governance are set out primarily in the SERV Act (SERVG), the SERV Ordinance (SERV-V), the SERV Rules of Procedure and the competence diagram. Particular attention is given to the Code of Conduct adopted by the Board of Directors. The Code expressly commits SERV to comprehensive integrity and compliance with the law and all other external and internal regulations. SERV expects its employees to take responsibility for their actions, to show consideration for people, society and the environment, to comply with applicable rules, to act with integrity and to report violations of the Code of Conduct.

SERV and its employees are required to comply at all times with the legal provisions on official secrecy (Art. 320 of the Swiss Criminal Code) and data protection to ensure the confidentiality of all information received from clients and business partners as well as of internal data. This is supported where necessary by additional measures such as employee training.

Members of the Board of Directors are obliged to report their vested interests when they are elected and to report any relevant changes during their term of office without delay.

Directors are required to manage their personal and business affairs in such a way that conflicts of interest are avoided wherever possible and to undertake the necessary measures to do so. Should a conflict of interest nevertheless arise, the member concerned shall immediately inform the Chairwoman or the Vice Chairman of the Board of Directors so that they can notify the Board of Directors. The members of the Board of Directors and the Chairwoman are obliged to recuse themselves from any business that may conflict with their own interests or the interests of natural or legal persons close to them.

In line with best practice regarding the conduct of directors under the compliance requirements and in particular the Code of Conduct, directors are required to make an annual declaration of integrity and loyalty.

The Board of Directors receives regular internal training on topics relevant to the company and is kept abreast of how to deal with vested interests.

The auditors of SERV are appointed by the Federal Council at the request of the BoD. The auditors review the income statement, balance sheet, cash flow statement, income statement by segment, balance sheet by segment, notes to the financial statements, proof of economic viability and the existence of an internal control system (ICS). The auditors report their audit findings to the BoD and the Federal Council. Following a tender procedure pursuant to the Ordinance on Public Procurement (OPP), the Federal Council awarded the audit mandate for 2019 to 2021 to KPMG AG, Zurich. This mandate was extended until 2024 based on an award option.