SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
ciation of Pension Fund Providers and the Fed - eral Social Security Funds), Swiss businesses (including the Swiss Business Federation econ- omiesuisse ) 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 institu - tional investors. They aim at strengthening good corporate governance by outlining best practic - es for exercising participation rights in Swiss- listed companies. The Guidelines’ importance increased when Swiss pension funds became legally required to exercise their voting rights and disclose their voting decisions (today in accordance with the Federal Act on Occupa - tional Old Age, Survivors’ and Invalidity Pension Provision (OPA)). 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Companies with publicly traded shares have to comply with additional corporate govern - ance requirements. In particular, the election and remuneration of the board of directors is more strictly regulated. The chairperson, as well as each member of the board of directors, the members of the compensation committee, and the independent proxy, have to be appointed individually and annually by the shareholders’ meeting. The board’s proposal on the compensation for the board of directors and for the executive man - agement (and, if any, of an advisory board) has to be submitted annually to the shareholders for a binding vote (binding say-on-pay). Additionally, the Listing Rules of the SIX and BX establish specific reporting and disclo -
sure requirements and, finally, the SIX Direc - tive Corporate Governance requires SIX-listed companies to disclose key information on the management and control mechanisms at the highest corporate level in their annual business reports – or provide valid reasons for not doing so ( “comply or explain” ). 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance In 2024, the adaptation to the revised Swiss company law, which came into force on 1 Janu - ary 2023, and the implementation of the new features of the new law into Swiss companies’ articles of association remained an important topic. As a reminder, the revised Swiss company law introduced several key changes and governance features, such as the possibility of holding virtual and hybrid shareholder meetings (see 5.3 Share- holder Meetings ) or the introduction of a capital band. Also, the existing mandatory say-on-pay regime for listed companies was transformed into statutory company law. Another hot topic in 2024 was the first reporting period pursuant to the new ESG/non-financial reporting and due diligence duties introduced in the CO (discussed in 2.2 ESG Considerations ). While these rules were implemented in align - ment with EU regulations, the European Union itself has further developed its respective regula - tory framework by adopting the Corporate Sus - tainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD). In general, the Swiss rules are cur - rently less strict and less far-reaching than the rules in the CSRD and CSDDD. The Swiss gov - ernment has started its consideration on aligning
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