SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements The principal forms of corporate organisations in Swit - zerland are the stock corporation ( Aktiengesellschaft (AG) or Ltd) and the limited liability company ( Gesells- chaft mit beschränkter Haftung (GmbH) or LLC). The stock corporation is the most important company form; it is suitable for all sizes and types of business and is the only company form that can be listed on a stock exchange. Both the Ltd and the LLC feature a separate legal personality, a predetermined capital divided into shares/quotas and a limitation of liability to their own assets. 1.2 Corporate Governance Legislation and Regulation Swiss Company Law The primary source of law relating to corporate gov - ernance is the Swiss Federal Code of Obligations (CO) (namely the Swiss company law in Article 620 et seq. CO). The CO contains, amongst others, rules relating to the principal corporate bodies for Swiss companies, their structure, the type of decisions they take and their decision-making process. Also, the CO provides for rules on financial reporting, the financial audit process as well as ESG reporting obligations and duties. FinMIA For listed companies, the second important source of law relating to corporate governance is the Swiss Federal Act on Financial Market Infrastructure and Market Conduct in Securities and Derivatives Trading (the “Financial Market Infrastructure Act” or FinMIA) including its supporting ordinances. The FinMIA regu - lates, amongst others, the conduct of financial market participants in securities and derivatives trading. Listing Rules/Stock Exchange Directives The two Swiss stock exchanges, SIX Swiss Exchange AG (SIX) and the smaller BX Swiss AG (BX), both self-regulatory organisations under the FinMIA, have issued listing rules with specific reporting and dis - closure requirements, partially amended by the new Financial Services Act (FinSA) as of 1 August 2021.
Further, to improve transparency on corporate gov - ernance, SIX Exchange Regulation, the regulatory division of SIX, has enacted the “Directive on Informa - tion Relating to Corporate Governance” (“SIX Direc - tive Corporate Governance”), as last amended on 1 January 2026. It requires issuers with a main Swiss listing to disclose, in a separate chapter of their annual report, important information on the management and control mechanisms at the highest corporate level, or to give valid reasons for not doing so (“comply or explain”). In addition, the SIX “Directive on the Disclosure of Management Transactions”, as amended on 1 Feb - ruary 2024, requires issuers with a main Swiss list - ing and (indirectly) their members of the board and of the executive management, to disclose and report transactions of the members of the board and of the executive management in their respective securities. FINMA Circulars In addition to the issuance of ordinances in its field of competence, the regulatory body FINMA issues directives (circulars). The following are relevant in the context of corporate governance: • the circular “Remuneration schemes” (2010/1, as amended 4 November 2020), addressing the minimum standards for remuneration schemes of financial institutions; and • the circulars “Corporate Governance – insurers” (2017/2, of 1 January 2017) and “Corporate Gov - ernance – banks” (2017/1, as amended 4 Novem - ber 2020), both addressing corporate governance, risk management and the internal control system at insurance companies and banking institutions, respectively. Corporate Governance Standards The Swiss Code of Best Practice for Corporate Gov - ernance, as amended on 6 February 2023 (SCBP), issued by economiesuisse , Switzerland’s leading business association, establishes corporate govern - ance standards in the form of non-binding recom - mendations (“comply or explain”). The SCBP primarily addresses Swiss listed companies, but also serves as a guideline for non-listed Swiss companies. Being an effective instrument of self-regulation, it structures,
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