Answer ...
Corporate governance is governed by the following legislative and regulatory provisions and codes.
The Swiss Code of Obligations (Articles 620 and following) which governs stock corporations. These rules are partly mandatory and partly non-mandatory. They apply to private and listed stock corporations.
The Ordinance against Excessive Compensation in Listed Companies (Minder Ordinance) which, among other rules:
- introduces restrictions on several remuneration practices; and
- gives shareholders a binding say-on-pay vote on board and executive compensation, as well as the right to elect the chair of the board, the members of the compensation committee and the independent proxy.
In 2020, a general corporate law reform was adopted. They key changes with regard to corporate governance include:
- the incorporation of rules of the Ordinance against Excessive Compensation in Listed Companies (Minder Ordinance) into the Code of Obligations;
- the introduction of a target gender quota of 30% for the board and 20% for the executive committee of listed companies on a ‘comply or explain’ basis; and
- strengthened shareholders’ rights.
The new rules will likely enter into effect as per 1 January 2023, with transitional rules, including a two year-period to amend the articles of incorporation.
The Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading which provides, among other things, for the disclosure of significant shareholdings in listed companies (see question 6.7).
The Rules of the SIX Swiss Exchange which include, among other things:
- the Directive on Information Relating to Corporate Governance, which requires issuers to disclose, on a ‘comply or explain basis’, their corporate governance rules in a separate chapter of their annual report; and
- the Directive on Disclosure of Management Transactions, which requires issuers to disclose transactions by board and executive committee members in the shares of their company.
The Swiss Code of Best Practice for Corporate Governance (the Swiss Code) – issued by economiesuisse, an umbrella association that represents the interests of the Swiss business community – which sets out corporate governance recommendations for listed companies, on a comply or explain basis.
The Guidelines for Institutional Investors – issued by economiesuisse, institutional investors, proxy advisors and regulatory authorities – which govern the exercise of participation rights in public limited companies.
Sector-related rules – issued by the Swiss Financial Market Supervisory Authority (FINMA) and by the Federal Audit Oversight Authority (FAOA) – applying to the banking, insurance and auditing sectors, as well as to certain investment companies.
Finally, while these are not legislative or regulatory provisions or codes, the standards of big international institutional investors and proxy advisers – which are often more far reaching and more demanding than national rules – are widely followed by listed companies, and are an important source of corporate governance.