SWITZERLAND Law and Practice Contributed by: Liburn Mehmetaj, Roxane Allot and Andreas Hösli, Walder Wyss Ltd
nies were required to report for the first time in 2024, in relation to the business year 2023. The scope of the non-financial reporting obli - gations is limited to large public-interest corpo - rations, meaning listed companies or compa - nies supervised by the Swiss Financial Market Authority (FINMA) that exceed the following thresholds (together with the Swiss or foreign undertakings that they control) in two consecu - tive business years: (i) 500 full-time employees (FTEs) on annual average and (ii) CHF20 million balance sheet total or CHF40 million turnover. In-scope companies must produce an annual report (the report on non-financial matters), referring to the following topics: environment (in particular, CO₂ targets), social issues, employ - ee-related issues, respect for human rights and combating corruption (relevant matters). The report must describe: • the company’s business model; • the policies pursued in relation to the relevant matters (eg, any human rights policy or due diligence process in place); • any measures taken to implement those poli - cies; • the main risks related to the relevant matters and how the company is dealing with these risks; and • the main performance indicators for the company’s activities in relation to the relevant matters. Importantly, the report must be approved and signed by the supreme management or govern - ing body of the company (typically, the Board of Directors) and must be approved by the govern - ing body responsible for approving the annual accounts (typically, the Annual General Meeting).
Following approval, the report must be pub - lished online immediately and remain publicly accessible for at least ten years. Notably, for various different reasons, many Swiss companies report voluntarily on non- financial matters. In terms of enforcement, non-compliance with non-financial reporting may result in criminal sanctions, as with the due diligence obligations (see 2.2.2 Corporate Human Rights Due Dili- gence Legislation ). In theory, non-compliance with non-financial reporting requirements may also trigger civil claims against members of the board for breach of duty of care (Article 754 CO); however, the corporate law literature is generally dismissive of such a possibility. Additionally, larger companies in the commodi - ties sector (extraction of minerals, oil or natural gas or in the harvesting of timber in primary for - ests) are required to produce an annual report on the payments they have made to state bodies (Article 964d-I CO). This requirement is intended to complement human rights-related transpar - ency and due diligence by shedding light on business operations in high-risk regions. 2.2.5 Indigenous Rights Legislation Switzerland has not adopted domestic legis - lation specific to the rights of indigenous peo - ples in a business context. A main reason for this is the fact that there are no officially rec - ognised indigenous populations within Swiss territory. However, Switzerland is committed to indigenous rights on the international stage and expects its businesses to respect those rights when operating abroad. At the international level, Switzerland has sup - ported instruments like UNDRIP (see 2.1 Nation-
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