After the general shareholder meeting is before the general shareholder meeting. The majority of Swiss companies have completed their last business year by the end of June, and now the boards of directors and management are already turning their attention towards 2026 to prepare for the next annual accounts. For certain companies, the coming year will bring a special new item on the shareholder meeting agenda: the review of gender representation on the board of directors.
As part of the legislative efforts regarding ESG in Switzerland, a new art. 734f CO has emerged from the revision of Swiss corporate law. This new obligation regarding the representation of both genders on the board of directors and management has not garnered much attention in recent years due to the many other changes and the longer transition periods for implementation. Rather, larger companies have been busy amending their articles of association or, depending on the business area, preparing their first non-financial reports or due diligence and transparency reports.
What is required
However, the five-year transition period regarding the reporting on gender representation on the board of directors expires in 2026(first reporting obligation starting from the fifth business year after introduction, entering into force was on 1 January 2021). Therefore, from now on, companies of a certain size must have at least 30% of each gender represented on their boards of directors. Art. 734f CO further stipulates a minimum representation of 20% per gender in management, but the legislator has granted a longer transition period, such that this statutory quota does not have to be met until the business year 2031.
Women currently make up 33% of the board members of the 100 largest Swiss companies. According to the latest edition of the Schilling Report (https://www.schillingreport.ch/en/schillingreport-2025/), the media/ICT and transportation/logistics/tourism sectors (37% each) contribute to an increased average, while a dip can be attributed to the energy (21%) and manufacturing industry (23%). The largest companies in Switzerland are therefore already relatively well positioned, while SMEs may not have tackled this new issue with the same intensity yet.
Who will be affected
All companies exceeding at least two of the thresholds set out in art. 727 para. 1 lit. 2 CO in two consecutive business years are encumbered with the obligation to have both genders represented on the board of directors and management:
- Balance sheet total of 20 million Swiss francs;
- Turnover of 40 million Swiss francs
- 250 full-time employees on an annual average.
Consequences of non-compliance
There will be various reasons to why a company might not be able to fulfill the obligation of at least 30% representation per gender on the board of directors. However, non-compliance will not automatically result in major sanctions. If a company exceeds the aforementioned thresholds but cannot demonstrate the minimum representation of both genders on the board of directors, it must provide an explanation in the remuneration report of (a) why the required representation was not achieved and (b) what measures the company intends to take to promote the insufficiently represented gender. As with non-financial reporting, the comply or explain approach applies.
Recommended measures
Succession planning and long-term corporate development are among the core tasks of the board of directors. If a board of directors has not yet actively addressed gender representation, we recommend that the following questions be addressed internally as soon as possible:
- Does our company exceed the thresholdspursuant to art. 734f and 727 para. 1 lit. 2 CO?
- If so, how are both genders currently represented on the board of directors?
- If one of the two genders is still represented by less than 30%, who is on our shortlist for succession on the board of directors?
- If the underrepresented gender is not on this shortlist, why is this the case? Does the general recruitment process need to be reconsidered or are there other reasons the underrepresented gender has not yet been included on board of directors in the desired (or required) extent?
- What support measures, particularly within the framework of internal personnel development structures, would we like to implement in order to work towards better representation of both genders?
Even if not all companies will reach the 30% threshold for both genders on the board of directors immediately, it is important that the board of directors takes a critical look at and addresses the issue. It is a central task of the executive body to define succession planning at board and management level as well as to determine strategies for promoting suitable external and internal candidates. Because only if the board of directors has clarity on its own personnel structure, succession planning and possible personnel development measures, will it be able to explain in a meaningful and comprehensible way why the 30% threshold is not yet reached.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
