Description | - Annual meeting of the shareholders stipulated in the Swiss Code of Obligations; extraordinary meetings as required.
- The annual general meeting (AGM) is generally convened by the board of directors; in the case of a listed company, it can also be requested by one or more shareholders who together represent no less than 5 percent of the share capital.
- For the non-transferable powers of the AGM and other legal bases, see Articles 698 ff. of the Swiss Code of Obligations (➔ https://www.fedlex.admin.ch/eli/cc/27/317_321_377/ de#part_3/tit_26/chap_3/lvl_A)
- For companies listed on SIX and domiciled abroad, the legal provisions of the relevant country will apply.
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Purpose | - The AGM is the decision-making body of the company under stock corporation law.
- It is frequently also the only platform for direct communication with the small shareholders.
- In special cases, for example in crisis situations or controversial M&A projects, AGMs are also relevant with regard to the media and have a broader reputational impact.
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Occasion | - In accordance with the Swiss Code of Obligations, AGMs must be held no later than six months after the annual financial statements.
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Content | - The statutory duties include stipulating and amending the articles of association, electing the members of the board of directors and the auditors, approving the management report and the consolidated financial statements, approving the annual financial statements, and adopting the resolution on the appropriation of the net retained profit, especially setting the dividend, and granting formal approval for the actions of the members of the board of directors.
- The AGM holds a binding and separate vote on the compensation that is received by the board of directors and the management of the company. The articles of association regulate the details of the vote (see ➔ Chapter 2.5).
- From the 2024 GM, the sustainability report must also be submitted to the meeting for approval
- The addition of other items to the agenda is the responsibility of the board of directors; shareholders with a share of voting rights of now at least 0.5% have a right to add items to the agenda.
- Social program as an option.
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Tips | - Whether and how the AGM is to be used as a platform for reputational purposes, moving beyond its legal obligations, has to be defined as part of the corporate communication.
- Early exchanges with the most important institutional investors and proxy advisors is recommended in the case of important votes – for example, issues relating to corporate governance or compensation.
- If the media are interested, a separate PR concept and specific media services will be required.
- If the invitation to the AGM or the results of votes contain facts that the issuer classifies as price-sensitive, the rules of Ad hoc Publicity apply. In this case, an ad hoc announcement must be published. In addition, the original documents must be uploaded to the homepage.
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