Federal Act
on the Amendment of the Swiss Civil Code
(Part Five: The Code of Obligations)

¹ The mem­bers of the board of dir­ect­ors and all per­sons en­gaged in the busi­ness man­age­ment or li­quid­a­tion of the com­pany are li­able both to the com­pany and to the in­di­vidu­al share­hold­ers and cred­it­ors for any losses or dam­age arising from any in­ten­tion­al or neg­li­gent breach of their du­ties.

² A per­son who, as au­thor­ised, del­eg­ates the per­form­ance of a task to an­oth­er gov­ern­ing of­ficer is li­able for any losses caused by such of­ficer un­less he can prove that he ac­ted with all due di­li­gence when se­lect­ing, in­struct­ing and su­per­vising him.