SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
integrates and reflects various Swiss law provisions on corporate governance and accepted corporate prac - tice and sets corporate governance standards. While classified as soft law, the SCBP is widely recognised and followed by many companies in Switzerland. Guidelines for Institutional Investors An important group of representatives of Swiss institu - tional investors (such as the Swiss Association of Pen - sion Fund Providers and the Federal Social Security Funds), Swiss businesses (including the Swiss Busi - ness Federation economiesuisse ) and proxy advisers (Ethos) have issued the “Guidelines for institutional investors governing the exercising of participation rights in public limited companies”. Unlike the SCBP, which primarily targets listed companies, these non- binding guidelines are directed at institutional inves - tors. They aim at strengthening good corporate gov - ernance by outlining best practices for exercising participation rights in Swiss-listed companies. 1.3 Companies With Publicly Traded Shares Companies with publicly traded shares are subject to additional and more stringent corporate governance requirements than privately held companies. These requirements are primarily anchored in the sources described above, namely the CO, the FinMIA as well as the listing rules and directives of SIX Swiss Exchange AG and BX Swiss AG. Under the CO, listed companies must comply with enhanced shareholder participation and remunera - tion governance rules. In particular, the shareholders’ meeting must annually elect the chairperson of the board, each board member individually, the members of the compensation committee individually, and the independent proxy. In addition, the aggregate com - pensation of the board, the executive management and, if applicable, the advisory board must be submit - ted annually to the shareholders for a binding vote. The articles of association of listed companies must further contain specific provisions regarding compen - sation matters and related governance topics. These statutory rules are mandatory. Under the FinMIA, listed companies are subject to capital markets regulation relevant to corporate gov - ernance, including the disclosure of significant share -
holdings, takeover rules, market conduct obligations and certain transparency requirements. These require - ments are also mandatory. In addition, under the listing rules of SIX and BX, list - ed companies must comply with ongoing obligations such as immediate disclosure of price-sensitive facts (ad hoc publicity) and disclosure rules for manage - ment transactions. These requirements are binding for companies that choose to maintain a listing on the relevant stock exchange and are therefore mandatory as a matter of listing status. Finally, the SIX Directive Corporate Governance requires SIX-listed companies to disclose key infor - mation on the management and control mechanisms at the highest corporate level in their annual reports – or provide valid reasons for not doing so (“comply or explain”). 1.4 Stock Exchange Requirements Developments In recent years, Swiss listed companies have faced several regulatory developments affecting corporate governance. These developments have not funda - mentally changed board structures, but have primar - ily increased governance oversight responsibilities, expanded disclosure obligations and improved trans - parency for shareholders. An important development concerns ESG. In 2025, the first reporting period under the new non-financial reporting and due diligence duties (Articles 964a-964l CO, discussed in 7.1 ESG Requirements ), applicable in particular to listed companies but also to certain other companies, which entered into force on 1 Janu - ary 2024, was completed. While the Swiss reporting rules were implemented in alignment with EU regu - lations, the European Union itself further developed its respective regulatory framework by adopting the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Direc - tive (CSDDD). Very recently (February 2026), the EU Omnibus-I Amendment Directive to the CSRD and CSDDD (Directive (EU) 2026/470) entered into force, which simplifies and changes certain EU sustainabil - ity reporting and due diligence obligations for large companies. In response to these developments, Swit -
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