SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
also has the authority to issue directives (circu - lars). The following are relevant: • the FINMA circular “Remuneration schedules” (2010/01, as amended 4 November 2020), addressing the minimum standards for remu - neration schemes of financial institutions; and • the circulars “Corporate Governance – insur- ers” (2017/02, of 1 January 2017) and “Cor- porate Governance – banks” (2017/01, as amended 4 November 2020), both addressing corporate governance, risk management and the internal control system at insurance com - panies and banking institutions, respectively. Listing Rules 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 disclosure requirements, partially amended by the new Financial Servic - es Act (FinSA) as of 1 August 2021. Further, to improve transparency on corporate governance, SIX Exchange Regulation, the regulatory division of SIX, has enacted the “Directive on Information Relating to Corporate Governance” ( “SIX Direc- tive Corporate Governance” ), as last amended on 1 January 2023. 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 February 2024, requires issuers with a main Swiss listing and (indirectly) their members of the board of directors and of the executive man - agement, to disclose and report transactions of the members of the board of directors and of
the executive management in their respective securities. Furthermore, the revised Swiss company law provides for a statutory say-on-pay regime applicable to the remuneration of the members of the board of directors, executive manage - ment and advisory board (if any) of public Swiss companies – ie, stock corporations incorporated under Swiss company law whose shares are list - ed, either on a stock exchange in Switzerland or abroad. The statutory provisions do not apply, in particular, to Swiss companies that have solely listed debt securities or non-voting participation certificates outstanding, and, in general, not to any privately held companies. Corporate Governance Standards The Swiss Code of Best Practice for Corporate Governance, as amended on 6 February 2023 (SCBP), issued by economiesuisse , Switzer - land’s leading business association, following the entry into force of the revised Swiss com - pany law, establishes corporate governance standards in the form of non-binding recom - mendations ( “comply or explain” ). The SCBP pri - marily addresses Swiss public companies, but also serves as a guideline for non-listed Swiss companies and organisations of economic sig - nificance. Being an effective instrument of self- regulation, it structures, integrates and reflects various Swiss law provisions on corporate gov - ernance and accepted corporate practice and sets corporate governance standards. While classified as soft law, the SCBP is widely rec - ognised and observed by many companies in Switzerland (see 2.1 Hot Topics in Corporate Governance ). Guidelines for Institutional Investors An important group of representatives of Swiss institutional investors (such as the Swiss Asso -
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