Société Anonyme

A Société Anonyme is a type of corporate entity that limits risk to investors and distributes decision-making powers to a board of directors and (sometimes) board of supervisors. Akin to a "Limited Company" in the United Kingdom, "Aktiengesellschaft (AG)" in Germany or "C Corporation" in the United States, the Swiss Société Anonyme combines aspects of the French and German systems.

Naming

Unlike an ordinary company, house, or firm, a Swiss Société Anonyme has a fictitious name assigned to it. Familiar SA names in watchmaking include Omega, Zénith, and Rolex, all of which traditionally omit the "SA" in ordinary advertising. Other watchmaking firms commonly incorporate the initials into their name, including Ebauches SA, A. Schild SA (ASSA), and ASUAG (which incorporates the German equivalent, "AG"). Many of these companies were officially incorporated with multi-lingual versions of their name, such as Zénith (incorporated in 1910 as "En français: Fabriques de Montres Zénith, Georges Pavre-Jacut et Co.; en allemand: Zenith-Uhren-Fabrik, Georges Favre Jacot et Co.; en anglais: Zenith- Watch Co., Georges Favre-Jacot et Co.") or ASUAG (incorporated officially as "Société Générale de l'Horlogerie Suisse" but initialized from "Allgemeine Schweizerische Uhrenindustrie AG").

Structure

Swiss SA companies have a "Conseil d'Administration" ("Verwaltungsrat" or "Board of Directors") made up of "Administrateurs" ("Directors" or "Members") lead by a "Directeur Général" ("Director General") who may also be chairman of the board ("CEO") that represent the shareholders.

Company decisions are taken "par la signature du directeur", meaning that they have authority to make agreements on behalf of the corporation. Some require "par la signature collective" of more than one director while other allow "individuelle ou collective" decision making.

Decisions of the SA are made at a "Assemblée Générale Ordinaire des Actionnaires" or "AGO" ("Ordinary Shareholder Meeting"), typically held at least once per year. Voting is usually performed by Directeurs acting by proxy for shareholders. Thus they are said to have "procuration" ("power of attorney") to vote by proxy. They may also call an "Assemblée Générale Extraordinaire" or "AGE" ("Extra-Ordinary Shareholder Meeting") at other times for specific purposes.

The company may also follow German tradition and have an independent "Conseil de Surveillance" ("Aufsichtsrat" or "Supervisory Board") made up of non-executive representatives of shareholders. They appoint the Executive Board ("Vorstand") which actually runs the company. In this model, no one may serve on both boards simultaneously at the same company.

• Conseil d'Administration - Board of Directors
  • Président du Conseil d'Administration - Chairman of the Board
  • Secrétaire - Secretary
  • Caissier or Trésorier - Treasurer
  • Administrateur-Délégué - Deputy Administrator
  • Avocat (et Notaire) - Lawyer (and notary)
  • Administrateur - Board Member
  • Fondé de Pouvoir - Authorized Representative, typically in financial matters
  • Procuration - Power of Attorney for purposes of proxy voting
• Conseil - Executive Board
  • Directeur - Executive
  • Sous-Directeur - Assistant Executive
  • Directeur Général - Chief Executive
  • Directeur Commercial - Commercial Director
  • Directeur Technique - Technical Director