SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
held stock corporations may voluntarily adhere to the gender quotas (opt-in). The quotas are subject to multi-year conformance periods (2026 for boards of directors and 2031 for executive management) but in practice significant changes in the composition of boards and senior managements are already under - way. Disclosure Obligations Relating to Raw Material Companies The provisions regarding transparency for raw mate - rial companies have been in force since 1 January 2021, and require major companies (ie, those which have to undergo an ordinary audit by law) to issue an annual report on payments made to state bodies, provided they are engaged, either directly or through a controlled entity, in the extraction of minerals, oil or natural gas, or in the harvesting of timber in primary forests (Articles 964d–964i, CO). Non-Financial Reporting Obligations As of 1 January 2022, the Swiss Parliament imple - mented new rules regarding “transparency on non- financial matters” encompassing new respective reporting obligations for non-financial matters (Articles 964a–964c, CO). The reporting obligations apply to Swiss “companies of public interest”, ie, Swiss-listed companies and certain FINMA-supervised financial institutions – if they meet certain thresholds on annual average in two successive financial years: • regarding the number of employees (at least 500 FTE); and • with either a balance sheet total exceeding CHF20 million or revenues exceeding CHF40 million. If within scope, the respective companies have to report on the risks of their business activities in the areas of the environment (in particular, CO₂ targets), social concerns, labour concerns, human rights and the fight against corruption, as well as on the meas - ures taken against these risks. Violations of these reporting duties are punishable by criminal sanctions (fines). The rules are largely based on known inter - national provisions, such as the EU “Non-Financial
Reporting Directive” (Directive 2014/95/EU) concern - ing non-financial reporting. In order to further specify the environmental aspects of the reporting obligations on non-financial matters, on 23 November 2023, the Swiss Federal Council adopted the Implementing Ordinance on Climate Dis - closures, which entered into force on 1 January 2024. The Ordinance provides for the mandatory implemen - tation of the internationally recognised recommenda - tions of the Task Force on Climate-related Financial Disclosures (TCFD). Qualifying Swiss companies must report on: • the financial risk that a company incurs through climate-related activities; and • the impact of the company’s business activities on the climate and the environment. Due Diligence and Disclosure Obligations Regarding Minerals and Metals from Conflict- Affected Areas and Child Labour Swiss companies dealing with conflict minerals or involving child labour must further comply with special and far-reaching due diligence and reporting obliga - tions (Articles 964j–964l, CO). In particular, the due diligence and reporting obligations in the supply chain arise if a company: • imports minerals or specific metals containing tin, tantalum, tungsten or gold from conflict-affected and high-risk areas into or processes them in Swit - zerland; or • offers products and services in relation to which there is a reasonable suspicion that they have been manufactured or provided using child labour. Companies must implement an adequate manage - ment system and stipulate their supply chain poli - cy and a system by which the supply chain can be traced, in order to identify and assess the risks of harmful impacts in their supply chain. In addition, these companies must draw up a risk management plan and take measures to minimise the risks identi - fied. The report on the company’s compliance with the due diligence obligations must be approved and signed by the board of directors and the board must
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