Corporate governance—Switzerland—Q&A guide

The following Share Incentives practice note provides comprehensive and up to date legal information covering:

  • Corporate governance—Switzerland—Q&A guide
  • 1. What are the primary sources of law, regulation and practice relating to corporate governance? Is it mandatory for listed companies to comply with listing rules or do they apply on a ‘comply or explain’ basis?
  • 2. What are the primary government agencies or other entities responsible for making such rules and enforcing them? Are there any well-known shareholder or business groups, or proxy advisory firms, whose views are often considered?
  • 3. What powers do shareholders have to appoint or remove directors or require the board to pursue a particular course of action? What shareholder vote is required to elect or remove directors?
  • 4. What decisions must be reserved to the shareholders? What matters are required to be subject to a non-binding shareholder vote?
  • 5. To what extent are disproportionate voting rights or limits on the exercise of voting rights allowed?
  • 6. Are there any special requirements for shareholders to participate in general meetings of shareholders or to vote? Can shareholders act by written consent without a meeting? Are virtual meetings of shareholders permitted?
  • 7. Are shareholders able to require meetings of shareholders to be convened, resolutions and director nominations to be put to a shareholder vote against the wishes of the board, or the board to circulate statements by dissident shareholders?
  • 8. Do controlling shareholders owe duties to the company or to non-controlling shareholders? If so, can an enforcement action be brought against controlling shareholders for breach of these duties?
  • 9. Can shareholders ever be held responsible for the acts or omissions of the company?
  • More...

Corporate governance—Switzerland—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to corporate governance in Switzerland published as part of the Lexology Getting the Deal Through series by Law Business Research (published: June 2021).

Authors: BianchiSchwald LLC—Thomas Schmid; Stefan Scherrer; Norbert Schenk

1. What are the primary sources of law, regulation and practice relating to corporate governance? Is it mandatory for listed companies to comply with listing rules or do they apply on a ‘comply or explain’ basis?

The primary sources of law are the provisions on stock corporations in the Swiss Code of Obligations and, for listed companies, the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading. In the financial sector, the regulations and practice of the Swiss Financial Market Supervisory Authority (FINMA) regarding corporate governance also have to be complied with. As regards executive compensation, listed companies with a registered office in Switzerland must comply with the Ordinance against Excessive Compensation in Listed Companies.

Further, there are the listing rules and circulars of the two Swiss stock exchanges, SIX Swiss Exchange (SIX) and BX, in particular the SIX Directive on information relating to corporate governance, obliging issuers to disclose certain information with regard to corporate governance in a separate section of their annual reports on a comply or explain basis. 

Also of relevance is the Swiss Code of Best Practice for

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