SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
future ESG regulation with the new EU regula - tion. However, very recently, both in the EU and in Switzerland, the further development of the respective rules has slowed down significantly. The European Commission has adopted new proposals, so-called Omnibus packages, that intend to simplify EU rules for citizens and busi - ness. The measures shall focus the sustainability reporting obligations on the largest companies and shall make sure they do not burden smaller companies. Lastly, in 2024, the European Court of Human Rights (ECtHR) issued a landmark judgment in Verein Klimaseniorinnen Schweiz and Oth - ers v Switzerland, which requests Switzerland to adopt more effective climate measures and meet its reduction targets. Whether, however, this decision will have a palpable impact on Swiss legislation is not seen as very probable. 2.2 ESG Considerations According to the Swiss Corporate Social Responsibility Action Plan, the Swiss govern - ment’s approach focuses on: • sensitising domestic companies to ESG; • offering support to companies seeking to address relevant issues; • promoting transparency; and • establishing a best practice based on interna - tional standards. At the same time, recent ESG-related legisla - tive changes have been introduced, aligning with international legislative developments. Gender Representation on the Board of Directors and in the Executive Management Swiss-listed companies exceeding two of the following thresholds in two consecutive financial years – a balance sheet total of CHF20 million,
sales revenue of CHF40 million, and/or 250 full- time positions on annual average – are required to implement certain gender quotas for the board of directors (at least 30% of each gender) and the executive management (at least 20% of each gender) under “comply or explain” concept (Article 734f CO). The threshold is calculated at group level. Any company that fails to meet the mentioned requirements must disclose the reasons for missing the quotas in its remuneration report, along with the actions that are being taken to improve the situation. Privately held stock cor - porations 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 managements) but in practice significant changes in the com - position of boards and senior managements are already underway. Disclosure Obligations Relating to Raw Material Companies The provisions regarding transparency for raw material 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 pay - ments made to state bodies, provided they are engaged, either directly or through a controlled entity, in the extraction of minerals, oil or natu - ral 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 implemented new rules regarding “transparen- cy on non-financial matters” encompassing new respective reporting obligations for non-financial matters (Articles 964a–964c CO).
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