SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
SIX-listed companies must publish (by ad hoc announcement) audited annual reports and unaudited half-yearly interim financial reports in accordance with International Financial Report - ing Standards or, where permitted within the respective trading segment, with alternative recognised accounting standards (such as US GAAP or Swiss GAAP-FER). 6.2 Disclosure of Corporate Governance Arrangements In contrast to privately held companies, listed companies and their shareholders have to fulfil certain reporting and disclosure requirements provided for by the SIX Listing Rules, starting with a duty to disclose significant shareholdings (see 5.5 Disclosure by Shareholders in Pub- licly Traded Companies ). Further requirements include the following. Ad Hoc Publicity As a rule, a listed company must immediately disclose to the market any non-publicly-known, price-sensitive facts that arise in connection with its business. A fact is considered price-sensitive if its disclosure is likely to cause a significant change in market prices and influence a reason - able market participant’s investment decision (ex ante determination). A price change is deemed significant if it substantially exceeds the usual price fluctuations. The SIX Listing Rules and the SIX Directive on Ad Hoc Publicity were partially revised in 2021, with the following main changes: • the new regulations repeal the practice of per se price-sensitive information and leave the determination of whether information is price sensitive to the issuer (other than for the annual and interim reports);
• ad hoc announcements containing price- sensitive information must now be flagged as such ( “Ad hoc announcement pursuant to Article 53 SIX Listing Rules” ) and be made separately available and easily identifiable on the issuer’s website; and • additionally, issuers are required to imple - ment adequate and transparent internal rules or processes to ensure the confidentiality of price-sensitive facts whose disclosure has been postponed. Information on Management and Control Mechanisms The SIX Directive Corporate Governance requires SIX-listed issuers to include in their annual report a separate corporate governance section concerning important information on the management and control mechanisms at the highest corporate level. Although information on remuneration is compulsory (see 4.10 Approv- als and Restrictions Concerning Payments to Directors/Officers ), other broad categories of information – such as group and capital struc - ture, board of directors, auditors, shareholder participation rights, change of control or defence measures, and information policy – may be dealt with in accordance with the principle of “comply or explain” . Management Transactions The SIX Directive on the Disclosure of Manage - ment Transactions imposes obligations on listed issuers to disclose any buy-or-sell transactions concluded by their directors and members of the executive management (including related parties) in the respective issuer’s equity securi - ties or financial instruments. Each issuer has to ensure that its board members and executive management report each management transac - tion to the issuer within two trading days. The issuer has to publish the notified transaction
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