SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
of shareholders is neither available to the shareholders nor to the public. Listed companies must, however, disclose significant shareholders holding 3% or more of voting rights, pursuant to the FinMIA disclosure rules. Such notifications are published through the relevant stock exchange disclosure platform (see 4.5 Shareholders in Publicly Traded Companies ). In addition, stock corporations (Ltd.) not listed on a stock exchange, as well as limited liability companies (LLCs), must maintain an internal register of ultimate beneficial owners (UBOs), ie, the persons controlling a stake of more than 25%; this register is likewise not publicly accessible. 4.2 Role of Shareholders By statutory law, the management of a company is entrusted to the board of directors and the execu - tive management. Consequently, shareholders are not supposed to be involved in the management of the company (for their competencies, see 2.2 Types of Decisions ). Shareholders may, however, try to exert pressure and thus indirectly influence the decision- making process and actions of the board – for exam - ple: • by formally requesting additional information or a non-binding vote in a shareholders’ meeting on a specific issue that falls within the competence of the board; or • by threatening or bringing removal motions relating to certain board members, or through sharehold - ers’ claims against the company to protect their rights, or against liable directors or officers to penalise non-compliance with statutory duties and to recover damages. 4.3 Shareholder Meetings Ordinary and extraordinary shareholders’ meetings are a core element of corporate governance in Swit - zerland. The ordinary shareholders’ meeting has to take place either – physically, virtually, or in a hybrid form – once a year within six months of the end of the financial year. The in-person meeting may also be held abroad if explicitly provided for in the articles of association and if the chosen venue does not make it unreasonably difficult for shareholders to exercise their rights. Provided that the interventions of the par -
ticipants are broadcast to all venues, it is also possi - ble to hold a shareholders’ meeting simultaneously at several venues in Switzerland and/or abroad. At a hybrid shareholders’ meeting, shareholders who are unable to attend the meeting in person may exer - cise their rights electronically. It is further possible to hold shareholders’ meetings entirely virtually without an in-person meeting, provided that the articles of association contemplate this format. Further, extraordinary shareholders’ meetings may be convened as and when required. Convening a Meeting In general, the board of directors convenes the share - holders’ meeting. In order to validly hold a share - holders’ meeting, the notice convening the meeting must be given at least 20 days before such meet - ing date. Further, shareholder(s) of a listed company may request the convening of a shareholders’ meet - ing, provided they hold at least 5% of the share capi - tal or the voting power. In privately held companies, shareholder(s) holding at least 10% of the share capi - tal or the voting power can request a shareholders’ meeting. The notice must include the agenda items and the motions of the board of directors, and, if any, of the shareholders who have requested an extraordinary meeting to take place or solely requested an item to be placed on the agenda. These formal invitation rules may be disregarded in the case of a universal meet - ing, where all shareholders or representatives of all company shares are present. Shareholder Participation Shareholders are entitled to participate and exercise their rights personally or by a proxy. Shareholders of listed companies may also authorise an institution - al proxy, the so-called independent proxy. Such an independent proxy needs to be elected by the share - holders’ meeting and has to exercise the voting rights granted by the shareholders in accordance with their respective instructions. The independent proxy must keep the voting instructions of shareholders confiden - tial.
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