8.11 New Corporate Law

The new Company Law, which has been gradually introduced since 2021, is a mix between smaller and larger amendments. For Investor Relations, it is relevant insomuch as the new law strengthens the share- holders’ rights and protects minorities. Aside from voting rights, minority shareholders previously only had the right to ask critical ques- tions once a year at the AGM. Now, boards of directors must provide shareholders who represent at least 10 percent of capital or votes with information within four months between GMs. In addition, the thresh- old for having the right to submit motions at GMs has been lowered: Instead of the previous 10 percent, only 0.5 percent is needed for listed companies. This also applies to the right to convene a general meeting and the right to inspect and file a complaint to request a special audit.

Furthermore, digitalization is also affecting corporate law, insomuch as the AGMs may now be held completely virtually.

Here is an overview of some new changes:

General Meetings across Multiple Locations or Held Virtually

• A general meeting can take place at several venues at the same time. Various locations around the world can be defined, and the events at the locations can be broadcast live to the other locations. In the event of a vote, all shareholders vote simultaneously.
• Shareholders can also participate in general meetings remotely, connecting electronically to communicate and vote via video.
• If a company’s articles of association allow, a general meeting may even be held entirely virtually in the same way as video conferences.
• General meetings can be held in writing.
• Companies wishing to make use of this new option must put in place the necessary technical infrastructure promptly and define the legally correct processes.
• Thanks to electronic voting, shareholders will be able to participate in a GM without being present in person and therefore will no longer have to give voting instructions to a proxy advisor. 

Introduction of a Gender Quota

• Boards of directors must comprise at least 30 percent of both genders; for executive boards, this figure is 20 percent. The transition period for boards of directors is five years (i.e. until 2027) and for executive boards, 10 years (2032).
• If the quotas are not met, the companies must disclose in their annual report the reason and the measures they are taking to improve the situation.
• Harsh sanctions are not planned. Legislators are relying on public pressure to influence those companies who do not fulfil the quotas.

Stricter Rules for Independent Proxies

• Proxies must treat the shareholder instructions confidentiality until the AGM.
• They may give the executive board or board of directors general information regarding voting trends on individual agenda items but no earlier than three working days before the meeting.
• At the meeting, they must report on the information disclosed to the company, thus ensuring transparency.
• The provisions regarding the independence of proxy advisors have been tightened. This means that they must now be as independent as an external auditor.

Outlook

As part of a broader reform of financial market legislation, the Swiss Federal Council opened a consultation on a partial revision of the Financial Market Infrastructure Act (FinfraG) in June 2024. The new rules are expected to come into force no earlier than 2027 and will cover insider lists, ad hoc publicity, management transactions, disclosure regulations and takeover law. => Consultation 2023/99: www.fedlex.admin.ch/filestore/fedlex.data.admin.ch/eli/dl/proj/2023/99/cons_1/doc_1/de/pdf-a/fedlex-data-admin-ch-eli-dl-proj-2023-99-cons_1-doc_1-de-pdf-a.pdf