8.4 Corporate Reporting

8.4.1 Financial Reporting

8.4.1.1 Financial Accounting

Issuers listed on SIX are required to convey a true and fair view of their net assets, financial position and results of operations based on a recognized financial reporting standard in their financial reporting twice a year. These are the following:

  • International Reporting Standard: IFRS, US GAAP
  • Swiss Reporting Standard: Swiss GAAP FER, the financial reporting standard under the Swiss Banking Act
  • Standard for Investment Companies: IFRS, US GAAP
  • Standard for Real Estate Companies: IFRS, Swiss GAAP FER
  • Standard Sparks: IFRS, US GAAP, Swiss GAAP FER, the financial reporting standard under the Swiss Banking Act
  • Standard for SPACs: IFRS, US GAAP
  • Standard for Depository Receipts: IFRS, US GAAP
Further Information

For the Directive Financial Reporting, see ➔ ser-ag.com/en/topics/corporate-reporting.html

8.4.1.2 Alternative Performance Measures

For issuers of equity securities, there are transparency requirements regarding the use of Alternative Performance Measures (APMs) effective since 1 January 2019. According to these requirements, APMs shall not be misleading. To achieve this, the following requirements apply:

  • Clear and comprehensible definition of APMs
  • Meaningful labelling
  • Reconciliation statement
  • Prominence of presentation
  • Consistency
  • Disclosure of deviations from consistency
Further Information

For the Directive Alternative Performance Measures, see ➔ ser-ag.com/dam/downloads/regulation/listing/directives/DAPM-de.pdf

 

8.4.2 Corporate Governance

The rules on corporate governance instruct the issuers to publish important aspects relating to the senior management of their company. This includes information on the:

  • Organizational structure of the group, including all subsidiaries and information on the significant shareholders
  • Capital structure
  • Composition of the board of directors (with short curriculum vitae)
  • Composition of the management (with short curriculum vitae)
  • Compensation, shareholdings and loans of the board of directors and management
  • Shareholders’ participation rights
  • Changes of control and defense measures
  • Transparency over non-financial matters
  • Auditor
  • Information policy
  • Quiet periods
  • «Comply or explain» rule: Nondisclosures have to be substantiated.

Corporate governance information must be published either in the annual report or – for Sparks Standard issuers – optionally in a separate document at the same time as the annual report. This information should be limited to what is essential for investors and presented in a clear and appropriate manner. If certain information is not disclosed, this must be noted and a substantial explanation provided («comply or explain» principle). The circumstances as at the balance sheet date are decisive. Any significant changes between the balance sheet date and the editorial deadline for the annual report must be added in an appropriate manner.

For more information concerning the contents and the scope of the disclosure requirements of issuers in the Directive Corporate Governance (DCG), see ➔ dcg-en.pdf (ser-ag.com).

As of 1 January 2023, the revised Directive Corporate Governance (DCG) was harmonized with the revised corporate law. The changes relate to the more flexible foundation and capital requirements for public limited companies, the incorporation of the provisions of the ordinance governing excessive pay for listed public limited companies (VegüV) into the Swiss Code of Obligations and the provisions on better protection for people and the environment.

As part of the revision of the DCG, the Guideline on the DCG has also been updated, see ➔ ser202301-en.pdf (ser-ag.com).

Further information can additionally be found on this website: ➔ ser-ag.com/en/topics/corporate-reporting.html

 

8.4.3 Sustainability Reporting

As of 1 July 2017, a regulation (art. 9 of the Directive Corporate Governance) became effective, allowing listed companies the opportunity to voluntarily produce a sustainability report (opting in) in recognition of the growing importance of sustainability reporting. By opting in, the issuers commit to produce their reports in accordance with a sustainability reporting framework recognized by SIX Exchange Regulation AG.

The following sustainability reporting frameworks are recognized:

  • Global Reporting Initiative (GRI)
  • Sustainability Accounting Standards Board Standard (SASB)
  • IFRS Sustainability Disclosure Standards (ISSB)
  • European Sustainability Reporting Standards (ESRS)

Sustainability reporting is governed by Art. 9 of the Directive Corporate Governance (DCG) see: ➔ dcg-en.pdf (ser-ag.com)

Further information can be found on: ➔ ser-ag.com/en/topics/corporate-reporting.html

The current list of issuers having opted in is available on the website of SIX: ➔ six-group.com/en/products-services/the-swiss-stock-exchange/market-data/shares/sustainability-reporting.html 

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