SWITZERLAND Law and Practice Contributed by: Mariel Hoch, Dominic Leu and Fabienne Perlini-Frehner, Bär & Karrer
• determining and amending the articles of associa- tion; • electing the members of the board of directors and the external auditors; • approving the management report and the consoli- dated accounts; • approving the annual accounts and passing resolu- tions on the allocation of the disposable profit, and in particular setting the dividends and the shares of profits paid to board members; • determining the interim dividends and approving the interim accounts required therefor; • passing resolutions on repaying the statutory capi- tal reserve; • discharging the members of the board of directors; • delisting the equity securities of the company; and • passing resolutions concerning matters reserved to the shareholders’ meeting by law or by the articles of association. The shareholders’ meeting of a stock corporation whose shares are publicly listed has the following additional inalienable powers: • electing the chair of the board of directors; • electing the members of the remuneration commit- tee; • electing the independent voting representatives; and • voting on the remuneration of the board of direc- tors, the executive board and the board of advis- ers. The aforementioned resolutions require a majority of the voting rights that are represented at the sharehold- ers’ meeting. The following resolutions require a supermajority – ie, the affirmative vote of two-thirds of the represented voting rights and a majority of the represented share capital: • changes in the company’s purpose; • merging of shares, unless the consent of all affected shareholders is required; • capital increases from the company’s own equity, with contribution in kind, by way of set-off or grant- ing special privileges;
• restrictions or cancellations of subscription rights; • creation of contingent share capital or capital bands; • conversion of participation certificates into shares; • restrictions on the transferability of registered shares; • introduction of shares with preferential voting rights; • changing the share capital currency; • introduction of a casting vote of the shareholders’ meeting chairperson; • amending the articles of association to allow physi- cal shareholders’ meetings outside Switzerland; • delisting; • relocation of the company’s seat; • introduction of arbitration clauses in the articles of association; • waiver to appoint an independent proxy for virtual The delegation of voting rights to custodian banks is not permitted for companies whose shares are listed on a stock exchange. The shareholders’ meeting must appoint an independent proxy to represent sharehold- ers. Shareholders of privately held companies can del- egate their voting rights to a proxy at will, unless the articles of association restrict or prohibit this, by stat- ing, for example, that a shareholder may only be rep- resented by another shareholder at the shareholders’ meeting. If the articles of association contain such a provision, the board of directors must, at the request of a shareholder, designate an independent proxy to represent shareholders or a voting representative for a corporate body who can be instructed to exercise the participation rights. shareholders’ meetings; and • dissolution of the company. 2.9 Voting Requirements The board of directors must ensure that the share- holders are able to instruct the proxy on any motion relating to tabled agenda items and provide them with general instructions on unannounced motions. The voting at the shareholders’ meeting can be con- ducted by show of hands or by electronic poll vote.
260 CHAMBERS.COM
Powered by FlippingBook