SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
zerland has decided to open a consultation proce - dure on a new Federal Act on Sustainable Corporate Governance (NUFG), which is intended to replace the mentioned rules in the CO and to ensure alignment with relevant international standards. A very recent change relates to the updated SIX Direc - tive Corporate Governance effective as of 1 January 2026. The revised Directive focuses in particular on broader disclosures requirements regarding remu - neration, requiring more detailed information on the determination process, structure, and calculation of compensation (see 1.2 Corporate Governance Leg- islation and Regulation ). 2. Corporate Management 2.1 Principal Bodies or Functions In a Swiss stock corporation, three bodies are involved in the governance and management: • the shareholders’ meeting (as the supreme body); • the board of directors (as the executive body); and • the statutory auditors (as the controlling body). The board of directors and the statutory auditor are elected by the shareholders’ meeting. 2.2 Types of Decisions Shareholders’ Meeting The shareholders’ meeting is the supreme body of a company and defines the framework of the compa - ny’s business activities. In doing so, the shareholders’ meeting has to decide upon the following matters, as they are fundamental, non-transferable competencies attributed to the shareholders’ meeting by law: • adoption and amendment of the articles of asso - ciation, including changes in the share capital, issuance of preferred shares, approval of mergers and changes in the company’s corporate structure; • approval or rejection of the annual report, including the consolidated financial statements; • approval or rejection of the use of the balance sheet profit and, in particular, the declaration of dividends;
• determination of interim dividends and approval of the required interim financial statements; • election and removal of the members of the board of directors; • election of the external auditors; • release of the members of the board of directors from liability (discharge); • passing of the resolution on repaying the statutory capital reserve; • liquidation of the company; and • all other matters that are by law or by the articles of association reserved to the shareholders’ meeting (special audit pursuant to shareholders’ information rights, etc). For listed companies, the shareholders’ meeting has the following additional non-transferable competen - cies: • election of the chairperson of the board of direc - tors; • election and removal of the members of the compensation committee and of the independent proxy; • delisting of the company’s equity securities; and • approval or rejection of the compensation of the board, the executive management and, if any, the advisory board. Board of Directors The board of directors is the executive body of a com - pany and is responsible for the ultimate management and representation of the company. Its main duty is to determine the corporate strategy and allocate corpo - rate resources (strategic governance). In general, the board is authorised to decide all matters that are not reserved to the shareholders’ meeting or to the audi - tors by law or by the articles of association and shall manage the business of the company to the extent it has not been delegated to individual members or to an executive management based on organisational regulations. Statutory law lists certain fundamental matters spe - cifically reserved to the board. The following board responsibilities are non-transferable and inalienable:
675 CHAMBERS.COM
Powered by FlippingBook