SWITZERLAND Trends and Developments Contributed by: Annemarie Lagger, Amina Chammah and Isabell Schellhas, Walder Wyss Ltd
(EU) 2026/470, which materially amends and simpli - fies both the CSRD and the CSDDD. The CSRD still provides for comprehensive reporting obligations on sustainability topics, ie ESG aspects, even though the scope of the CSRD has been significantly narrowed. It now primarily applies to EU undertakings and par - ent undertakings of groups exceeding both EUR450 million net turnover and an average of 1,000 employ - ees. Additionally, the reporting standards were simpli - fied by reducing data points, clarifying the materiality assessment and improving interoperability with global standards. The amended CSDDD establishes corporate sustain - ability due diligence obligations regarding actual and potential adverse human rights and environmental impacts in companies’ own operations, subsidiaries and chains of activities. However, its scope has been substantially reduced. It now primarily applies to very large EU companies exceeding 5,000 employees and EUR1.5 billion worldwide net turnover, and to non-EU companies generating more than EUR1.5 billion net turnover in the EU. The due diligence framework has also been made more risk-based, including prioritisa - tion of the most severe and likely adverse impacts, and limitations on information requests to smaller business partners. The provisions on climate transi - tion plans have been removed. Member states must transpose the amended CSDDD by 26 July 2028, and the rules will apply from 26 July 2029, with the CSDDD reporting obligation applying for financial years starting on or after 1 January 2030. While Swiss law also provides for due diligence and reporting duties in the fields of human rights and envi - ronmental protection, these are more limited in scope than EU requirements. Under Article 964a et seq of the Swiss Code of Obliga - tions (CO), certain undertakings of public interest (eg, financial companies) must publish an annual report on non-financial matters. This report must cover environ - mental goals, social and employment matters, human rights, and anti-corruption. The report should give a clear view of the company’s performance, results and impact in these areas. An exemption applies if the company is controlled by a parent undertaking that
issues a comparable report under Swiss or equivalent foreign law (eg, reports under the CSRD). Swiss due diligence obligations are also less com - prehensive than those in the EU. Under Article 964j et seq of the CO, companies are obliged to conduct a risk analysis of their supply chains to identify pos - sible violations related to child labour and environ - mental standards. The law only applies to companies whose seat, head office or principal place of business is located in Switzerland and that either place in free circulation or process in Switzerland minerals con - taining tin, tantalum, tungsten or gold or metals from conflict-affected and high-risk areas or offer products or services where there is a reasonable suspicion of child labour involvement. Affected companies are, among other obligations, required to establish a risk management plan, implement adequate measures to minimise the identified risks and publish an annual due diligence report. The Ordinance on Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour pro - vides for certain exemptions from these obligations: eg, if companies remain below certain thresholds or adhere to selected internationally recognised equiva - lent standards, such as the OECD Conflict Minerals Guidance or Regulation (EU) 2017/821. The Swiss Federal Council has prepared a draft of the new Federal Act on Sustainable Corporate Govern - ance (NUFG), aiming to replace the above regulations and introducing expanded due diligence and reporting obligations. The revised rules are based on the EU. Accordingly, the draft provisions extend the scope of reporting and due diligence obligations – compared to the current Swiss legislation – to a broader range of companies as well as human rights and environmental topics. According to the draft act, the reporting obli - gation and duty of care shall, however, be suspended if the affected company already follows equivalent provisions under foreign law, eg, EU legislation. The draft also addresses the liability of Swiss parent com - panies if a company causes harm to someone due to a lack of due diligence in its business activities. The consultation process of the draft legislation will run until 9 July 2026.
273 CHAMBERS.COM
Powered by FlippingBook