Michèle Sutter
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Sutter
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Michèle
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michele.sutter@unisg.ch
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+41 71 224 7636

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  • Publication
    Guidance on the 8th EU Company Law Directive : for Boards and Audit Committees
    (FERMA / ECIIA, 2010)
    Dennery, Michel
    ;
    Dequae, Marie Gemma
    ;
    Garitte, Jean-Pierre
    ;
    De Meulder, Roland
    ;
    Pierre, Chantal
    ;
    Ruud, Flemming
    ;
    Taylor, Paul
    ;
    Sutter-Rüdisser, Michèle F.
    The objective of this FERMA/ECIIA Guidance is to assist board members, particularly members of the audit committee, with the implementation of article 41 of the 8th European Company Law Directive. In section 2b, the Directive states that: "[…] the audit committee shall, inter alia: monitor the effectiveness of the company's internal control, internal audit where applicable, and risk management systems […]." While this seems to be a rather simple statement, "what to monitor" and "how to monitor" are considerably more complex. In order to shed light on 'what' and 'how' to monitor, this guidance: First, provides an overview of the role and responsibilities regarding effective risk management and control assurance for: the board and audit committee; the chief executive officer and senior management; the operational management; and, the monitoring and assurance functions. Second, it clarifies the recommended interaction between internal control, risk management and internal audit. Third, the Guidance suggests good practices for board and audit committee oversight regarding: the risk management process; the internal control system; and, the internal auditing function. Important to note is that while the 8th Directive assigns this oversight duty to the organisation's audit committee, it remains ultimately the collegial responsibility of the entire board, and this guidance should be read accordingly. The transposition of the 8th Directive into national codes may necessitate further action beyond what is proposed in this guidance.
    Type: book
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/97163
  • Publication
    Why the "Tone at the Top" Matters : Best Practices for Boards of Directors of Multinational Corporations
    (Stämpfli, 2013)
    Sutter-Rüdisser, Michèle F.
    ;
    Hoffend, Isabella
    ;
    Brändli, Sandra
    ;
    Schister, Roman
    ;
    Tamò, Aurelia
    The "tone at the top" is widely recognised as a central pillar of high-quality corporate governance. As the company's "integrity DNA" it can have a significant impact on every aspect of a company's business. It is argued that the tone at the top has a pervasive effect on the reliability of the financial reporting processes, the quality of earnings, as well as operating performance, since all components of an organisation's control system are affected. In addition, an organisation's tone at the top directly influences its public perception and reputation. A positive attitude of the board of directors towards a constructive tone at the top might thus lead to the best long-term interests of the company.
    Type: book section
    Issue: Bd. 8
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/90461
  • Publication
    Type: book section
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/95367
  • Publication
    Boards' contribution to organizational growth : Effectiveness as a critical success factor
    (Springer, 2011)
    Sutter-Rüdisser, Michèle F.
    ;
    Mennillo, Giulia
    ;
    Schlenzig, Thomas
    ;
    Friedrich, Elmar Konstantin
    As a guardian of corporate values, boards are not only ultimately responsible for organizations' strategic direction, but also play a decisive role concerning balanced growth. However, not all boards place equal emphasis on identifying and populating strategic growth opportunities. Instead of leaving everything to management, board members could make a difference by becoming more actively involved in a company's affairs. In order for a board to be management's true strategic partner, it is of prime importance that board members show a strong personal commitment to their work. Consequently, it is crucial to make sufficient time available for individual board mandates and to ensure effective working procedures when working as a group. To improve the quality of board involvement and foster organizational growth, each board member could, for instance, be asked to regularly submit innovative ideas for the board's agenda and to vigorously contribute to the list of key strategic decisions that need to be made. The emphasis should not be on mere augmentation of growth percentages, but rather on having an enduring and sustainable impact. A further critical success factor to enhance board effectiveness is innovative succession planning. Heterogeneity is specifically considered a future competitive company advantage. A favorable and worthwhile option for the board's succession planning is therefore to "think out of the network" instead of being comfortable with well-tried and traditional search methods. Furthermore, rigorous performance appraisal is crucial for effective board work. Consequently, board evaluation has become an integral part of good corporate governance. By maximizing strengths and highlighting areas for further development, board members are continually urged to reflect on how to continually improve their working procedures as well as their underlying performance.
    Type: book section
    DOI: 10.1007/978-3-642-24653-1
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/95455
  • Publication
    UBS - Rebuilding Trust : How the Board and Management Initiated Change through Corporate Communication
    (European Case Clearing House (ecch), 2012)
    Musile Tanzi, Paola
    ;
    Sutter-Rüdisser, Michèle F.
    This case study aims at analyzing the ongoing change process of one of the world's largest banks by focusing on how the Swiss bank reacted to rebuild trust after a severe loss of reputation during the financial crisis. Reputation is an essential asset for a financial intermediary, especially within the core business wealth management. The variety of underlying activities, causes and reactions to the crisis, as well as potential challenges lying ahead, make this case interesting for several fields of investigation. In particular, the present case study adds value to in-depth discussions relating to the banking sector with a focus on the perspective of the board, the management or the analyst. In summery, this case is suitable for courses within the Master of Business Administration (MBA), Master of Science (Msc), elective Master of Arts (M.A.) and for executive courses. Knowledge of banking and general management is an advantage, but not a necessary precondition.
    Type: case study
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/92753
  • Publication
    Key enablers for effective board work : Personal commitment, qualified involvement, priority setting, innovative succession planning, and reflective evaluation
    (ACA Förderverein, 2012-03-01)
    Sutter-Rüdisser, Michèle F.
    The increase in legislation (hard law) and governance codes (soft law) reflects board work's growing importance and complexity. Currently, it is perceived as vital that boards should demonstrate how they meet their responsibilities and carry out their roles most effectively. This article demonstrates how each board member's personal commitment is considered a key enabler to successfully carry out board processes.
    Type: newspaper article
    Journal: Newsletter ACA Förderverein
    Issue: VI
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/91898
  • Publication
    Wettbewerbsvorteil für Verwaltungsräte : Das Prinzip der Heterogenität gewinnt zunehmend an Bedeutung
    (Verein zur Förderung des Instituts für Accounting, Controlling und Auditing an der Universität St. Gallen (ACA-HSG), 2011-04-28)
    Sutter-Rüdisser, Michèle F.
    Type: newspaper article
    Journal: Newsletter ACA Förderverein
    Issue: 3
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/94229
  • Publication
    The Control Role of Boards of Directors : Essentials on monitoring the effectiveness of internal control, internal audit, and risk management systems
    (Verein zur Förderung des Instituts für Accounting, Controlling und Auditing an der Universität St. Gallen (ACA-HSG), 2010-11-25)
    Sutter-Rüdisser, Michèle F.
    The board of directors is often referred to as the «top internal control mechanism». This article specifies the boards' control role, i.a., according to article 41 section 2 of the 8th EU Company Law Directive, stating that «[…] the audit committee shall, inter alia: - monitor the financial reporting process; - monitor the effectiveness of the company's internal control, internal audit where applicable, and risk management systems; - monitor the statutory audit of the annual and consolidated accounts; - review and monitor the independence of the statutory auditor or audit firm, and in particular the provision of additional services to the audited entity.» It is important to note that while the 8th EU Directive assigns this oversight duty to the organization's audit committee, it remains ultimately the collegial responsibility of the entire board; as with the board's control role regarding the nontransferable and inalienable duties according to the Swiss Company Law
    Type: newspaper article
    Journal: Newsletter ACA Förderverein
    Issue: 2
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/95645