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Contents:
  1. MOL Group Organization
  2. Corporate governance and corporate finance
  3. Used Corporate Governance Board Practices: Incentives and Governing Risks on OnBuy
  4. Corporate governance

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MOL Group Organization

Back To Top. Country of delivery:. Enter your postcode: optional. Send my basket. Continue Shopping. Condition: Very Good World of Books reviews. The book has been read, but is in excellent condition. Pages are intact and not marred by notes or highlighting. The spine remains undamaged. Book is for illustrative purposes only, editions may vary from cover show. There may be identifying marks from previous use. Shareholders as such are not required to disclosure mere intentions, plans or proposals to the company or the public.

See also question 2. Compared to other jurisdictions, the number of campaigns conducted by activist shareholders in Switzerland is still relatively small.


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However, in line with the global increase of shareholder activism in recent years, Switzerland has also seen an increase in activist campaigns over the last couple of years. Shareholder intervention typically focuses on board representation, share buy backs, dividend payment and other distributions, board and executive remuneration but also on activist campaigns in connection with acquisitions where shareholder approval is required to conduct the necessary capital increase, or public tender offers. To date, there are no rules and regulations which specifically address shareholder activism in Switzerland.

In principle, Swiss corporate law provides for a one-tier board structure. However, the board of directors is granted considerable organisational discretion. Save for non-transferable core competences, such as strategic management, appointment and removal of the members of the management, the supervision of the management and the setup of a sufficient internal controlling and reporting system, the board of directors may delegate the management to an individual or to an executive board.

In listed companies, the day-to-day management is typically delegated to the chief executive officer or the executive board, resulting in a two-tier board structure. Special rules apply to banks and security dealers which must establish a two-tier structure with a functional and personal separation of operative management and supervision.

Corporate governance and corporate finance

Swiss law does not require that the functions of the chairman of the board of directors and the CEO be separated except for banks and security dealers. To the extent that the board of directors decides that a single individual should assume the functions of the chairman of the board of directors and the CEO, the SCBP recommends that the board of directors provides for adequate control mechanisms, e.

Under Swiss law, there is no required minimum number of non-executive or independent directors. The SCBP recommends that the majority of the board of directors be composed of non-executive directors, i. In practice, this recommendation is widely followed and always has been by all listed companies.

Further, with respect to licensed banks and securities dealers, FINMA expects that a substantial number of the members of the board of directors — at least a third — should be independent, i. Further, all members of the board of directors of licensed banks and securities dealers must be non-executive directors.

Remuneration, risk management and revisions to the UK Corporate governance Code

Other than as set out below, neither Swiss corporate law, nor the Listing Rules or any other rules of the SIX Swiss Exchange explicitly provide for mandatory board committees special rules apply to banks and insurance companies. The SCBP recommends that an audit, compensation and nomination committee be established.

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The members of the audit committee should be non-executive, preferably independent directors and the majority of the members including the chairman should be experienced in accounting matters. The members of the compensation committee should be independent directors. With respect to listed companies, the OaEC provides for a mandatory and annual election by the shareholders of the members of the compensation committee.

Further, the articles of association of a listed company must provide for principle-based rules regarding the powers and responsibilities of the compensation committee which may also be given additional duties, such as nomination of members of the board of directors or the executive board.

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The shareholder meeting appoints and removes the members of the board of directors see question 2. Removal is possible at any time, irrespective of terms of office which may still be running. The OaEC provides for mandatory and annual election by the shareholders of the chairman and the members of the board of directors, the members of the compensation committee and the independent representative of shareholders independent proxy see also question 1.


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With the acceptance of the Minder Initiative in , the Swiss Constitution has been amended with a number of new provisions that aim to increase transparency and introduce stricter rules with respect to the remuneration of the board of directors and the executive board of listed companies. As discussed above, these constitutional provisions are currently being put into law as they are not directly applicable see question 1.

Until this legislative implementation has been approved by the Swiss Parliament, the transitional rules as set out in the OaEC apply to all Swiss listed companies. As discussed in more detail below, the new rules of the OaEC prohibit various forms of compensation and require listed companies to amend their articles of association with new compensation-related provisions. Further, the OaEC provides for detailed rules regarding the compensation report that listed companies are required to prepare for each financial year. Under these rules, listed companies are obliged to disclose the total aggregate amount of all remunerations to members of the board of directors and the executive board.

In addition, compensations and loans of persons close to the members of the board of directors or the executive board have to be disclosed. Compensations and loans granted to every member of the board of directors have to be disclosed individually, comprising the name and function of the member.

In addition, the SIX-DCG requires the disclosure of information on the basic principles and elements of compensation, the number of permitted activities of the members of the board of directors and the executive committee as well as any share and option plans in the annual report. Even before the entry into force of the OaEC, the SCBP already provided for detailed recommendations pursuant to which the board of directors has to implement a compensation system for the members of the board of directors and the executive board and to prepare a compensation report for the annual shareholder meeting describing the remuneration system and its application in the business year under review.

In practice, many listed companies accepted the alternative of a consultative vote. Following the implementation of the Minder Initiative, Swiss listed companies are required by law to submit the aggregate compensation of the members of the board of directors, executive board and advisory committees to a binding vote of the shareholders.

With respect to such a vote, companies may choose to have the shareholders prospectively or retrospectively approve the aggregate compensation of the members of the board of directors and the executive board. They may also choose a combination of the two systems by submitting fixed compensation to a prospective and variable compensation to a retrospective vote. As for the compensation report, the OaEC does not require listed companies to submit their compensation report to a vote of the shareholders.

Under the OaEC, certain forms of compensation are prohibited. This includes severance payments, advance payments, payments related to the acquisition or disposal of businesses, loans, credit, pension benefits or performance-based remuneration not provided for in the articles of association and the allocation of shares, other equity securities and options or conversion rights not provided for in the articles of association also see question 1.

The revised FINMA Remuneration Circular supplements the above rules for banks, insurance companies and other financial institutions see question 1. Its provisions are only mandatorily applicable for large banks and large insurance companies. Generally speaking, the FINMA Remuneration Circular places the responsibility for the compensation system of financial institutions on the board of directors, puts the emphasis on the sustainability of remuneration practices, in particular with respect to variable remuneration and the prevention of incentive distortions, and also increases transparency with respect to the remuneration practices.

As to disclosure, the significant shareholding notification requirements of the FMIA apply equally to director shareholders see question 2. Further, Swiss corporate law requires that any shares, as well as option and conversion rights of the members of the board of directors, the executive board and persons close to them be disclosed on an individual basis in the notes to the annual financial statements of the company.

The companies then have to report such transactions within another three trading days to the SIX Swiss Exchange. The relevant notifications to the SIX Swiss Exchange, inter alia , have to include the name and function of the person subject to the reporting obligations, number and type of instruments, as well as the total value of the transaction.

The SIX Swiss Exchange has to publish the content of such reports except for the name of the person subject to the reporting obligation and the date on which such a person has reported the relevant transaction to the company by making such information accessible on the website of SIX Exchange Regulation for a period of three years. Swiss company law requires that at least one board meeting be held per year for the purpose of preparing the annual general shareholder meeting.

In addition, each member of the board of directors may request that a board meeting be convened at any time. The SCBP recommends that at least four meetings of the board of directors be held annually according to the requirements of the company and that its members convene at short notice if necessary. In fulfilling their responsibilities, the members of the board of directors have to comply with the duties of care and loyalty, as well as the duty to treat shareholders equally.

The duty of care requires the members of the board of directors to comply in their actions with standards of care as usual in a given professional or functional context. Under Swiss law, the duties of care and loyalty are owed to the company rather than towards the shareholders. The duty of equal treatment requires the board of directors to treat shareholders under the same circumstances equally.

If the board of directors has delegated the management of the company in compliance with the statutory requirements, and the damage has been caused by the management, the board of directors is exempt from liability if careful selection, instruction and supervision of the management can be demonstrated. According to the SCBP, the board of directors is to provide leadership and control to the company.

It is responsible for the strategic direction of the company and should ensure that strategy and finances are in harmony.

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Corporate governance

Further, the board of directors should ensure that management and control functions are allocated appropriately. An undertaking of the company to indemnify directors and officers for liabilities is likely to be held invalid, except for costs incurred in connection with lawsuits unsuccessfully brought against a director or officer. If a change of strategy requires an amendment to the articles of association e. Although unions have contributed to some extent to the recent discussion in Switzerland of corporate governance-related issues, in particular with respect to board of directors and management remuneration, employees do not play a prominent role in corporate governance.

In particular, Swiss law does not require that employees be represented on the board of a company irrespective of whether privately held or listed on a stock exchange. Other stakeholders do not play a prominent role in corporate governance see also questions 4. Neither Swiss company law, nor the Listing Rules and its implementing directives or circulars enacted thereunder , nor the SCBP provide for specific rules with regard to corporate social responsibility.

Issuers with a primary listing of equity securities on the Swiss Exchange have, according to the SIX-DCG, the opportunity, by means of an opting in, to inform SIX Exchange Regulation that they issue a sustainability report in accordance with an internationally recognised standard. The Listing Rules further require the company to submit a corporate calendar containing the dates of important corporate events such as the date of shareholder meetings and the publication date of the annual financial statements or the half-year financial statements to the SIX Swiss Exchange and keep such information up-to-date.

As regards other information, listed companies have a duty to disclose potentially price-sensitive facts ad hoc information and to disclose in a separate section of their annual report information, inter alia , on the group and capital structure, shareholders, the board of directors and the executive board, basic principles and elements of compensation as well as the share and option plans, changes of control and defence measures, and on information policy. Further, listed companies have to prepare a compensation report that discloses, inter alia , the amount of compensation paid to the members of the board of directors and the executive board and the shares in the company held by them see questions 3.

Copies of the articles of association may be requested from the relevant commercial register with which the articles of association must be filed. The SCBP recommends that the articles of association be made available from the company in writing or in electronic form at any time. However, the company must inform the shareholders upon their request about the organisation of the management see question 3. Listed companies are required to make the published annual and interim financial reports available in electronic form on their website.

Switzerland: Corporate Governance