SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
In these cases, companies are obliged to set up an adequate management system and stipulate their supply chain policy and a system by which the supply chain can be traced, in order to iden - tify 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 identified. The report on the company’s compliance with the due diligence obligations must be approved and signed by the board of directors. The board of directors must ensure that the report is pub - lished electronically immediately after approval and remains publicly available for at least ten years. The Federal Council has additionally issued an Implementing Ordinance on Due Diligence and Transparency for Minerals and Metals from Con - flict-affected Areas and Child Labour (DDTrO), which also entered into force on 1 January 2022. Reporting Obligations on Wage Inequality In July 2020, the Federal Act on Gender Equality was modified to include reporting obligations on wage inequality. In broad terms, companies with 100 or more employees will be required to com - plete an equal-pay analysis every four years. The analysis must be audited by an independent, approved third party. The results of the analysis must be shared with the workforce and, if the company is listed, with its shareholders (in the appendix to the annual report). Private Sector ESG Disclosure Directives and Initiatives There are several initiatives from the private sec - tor, such as from the Swiss Bankers Association, which has declared sustainable finance as one of its strategic priorities. Among other things, this led to the development of guidelines for the advisory process for private clients. In addition,
certain Swiss proxy advisors have developed corporate governance and responsibility guide - lines in connection with their voting guidelines. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management In a Swiss stock corporation, three bodies are involved in the governance and management:
• the shareholders’ meeting; • the board of directors; and • the statutory auditors. Shareholders’ Meeting
The shareholders’ meeting is the supreme body. It decides the fundamental organisation of the company, elects the board of directors and takes the fundamental decisions. Board of Directors The board of directors is the executive body. Swiss company law provides that the board may pass resolutions on all matters not reserved by law or the articles of association to the share - holders’ meeting and shall manage the business of the company to the extent it has not delegat - ed such management to individual members or to an executive management in accordance with organisational regulations. Statutory Auditors The statutory auditor is a controlling body, elected by the shareholders’ meeting. However, in small companies with less than ten full-time employees, shareholders may unanimously decide not to appoint an auditor. The scope of an auditor’s duties depends on the nature and size of the enterprise; listed, large and mid-sized corporations are subject to an ordinary audit,
797 CHAMBERS.COM
Powered by FlippingBook