Switzerland: establishing a register of beneficial ownership for companies

The Swiss Federal Council has begun a consultation on a Bill that will, amongst other things, require (a) the conversion of bearer shares into registered shares and (b) the introduction of a register of shareholders and beneficial owners: see here.

Switzerland: Ethos survey of governance, remuneration and shareholder voting

Ethos, the Swiss Foundation for Sustainable Development comprising Swiss pension funds and institutions, has published the results of its survey of shareholder voting, executive remuneration and governance of companies in the SPI index. The report notes, amongst other things, an increase in shareholder opposition with 14% of resolutions receiving less than 90% support from shareholders (up from 12% in the previous year). An overview of the report, in English, is available here. Copies of the report, in French and German, are available here.

Switzerland: Ethos publishes updated proxy voting guidelines and corporate governance principles

Ethos, the Swiss Foundation for Sustainable Development comprising Swiss pension funds and institutions, has published an updated edition of its proxy voting guidelines and corporate governance principles. An overview of the changes in the new edition is available in English here. A copy of the new guidelines and principles is available in English here (pdf).

Switzerland: the code of best practice for corporate governance

The codes and principles directory maintained by the European Corporate Governance Institute was updated several days ago to include the latest edition of the Swiss code of best practice for corporate governance published by economiesuisse (the Swiss business federation): see here.

Switzerland: final report of the group of experts on the development of financial market strategy

The group of experts appointed by the Federal Council to make recommendations on the development of financial market strategy in Switzerland have published their final report: see here (pdf). The report has several annexes, available here, some of which are not yet available in English. The report contains recommendations within the following four areas: efficient organisation of regulatory processes; preserving and improving market access; improving the tax environment; and safeguarding systemic stability. The Federal Council's response is available here.

OECD report: corporate governance and risk management

The OECD has published a report in which it reviews the corporate governance framework and risk management practices in 27 jurisdictions: see here (pdf). The report focuses, in particular, on Norway, Singapore and Switzerland.

Switzerland: 1:12 pay ratio limit rejected in referendum vote

Electors in Switzerland, in yesterday's referendum, rejected a proposal that would have set a limit on executive pay within companies to twelve times that of the lowest paid worker: see here and here.

Switzerland: A referendum on remuneration - the 1:12 ratio

In Switzerland on Sunday a referendum is taking place over proposals to introduce a cap on executive pay within companies: see here or here. Electors will decide if remuneration within individual companies should be subject to a maximum limit of twelve times the pay of the lowest paid employee.

Switzerland: results of the corporate governance referendum

A referendum was held yesterday in Switzerland and one of the proposals on which votes were cast concerned corporate governance. Under the so-called "Minder initiative", after the instigator of the referendum Thomas Minder, voters were asked to approve changes to the law to require the annual election of listed company directors, an annual binding vote on remuneration and certain limits on remuneration. A majority of votes were cast in favour of introducing these changes: see here.

Switzerland: a referendum on corporate governance reforms

A referendum is being held on Sunday. Voters are being asked to consider three proposals, one of which - the so-called "Minder initiative" - concerns corporate governance: see here. The vote on this proposal has been instigated under the popular initiative mechanism and contains measures to require listed companies to hold an annual binding vote on directors' remuneration and subject directors to annual election. Restrictions on certain forms of remuneration are also included. Further background information, in English, is available here and here.

BCBS update on Basel III implementation

A few days ago the Basel Committee on Banking Supervision published a short statement concerning Basel III implementation: see here. In its statement the Committee noted that eleven jurisdictions had published final regulations implementing Basel III with effect from 1 January 2013: Australia, Canada, China, Hong Kong SAR, India, Japan, Mexico, Saudi Arabia, Singapore, South Africa and Switzerland. The following seven jurisdictions have published draft regulations and are, according to the BCBS, working on issuing final regulations as quickly as possible: Argentina, Brazil, the European Union, Indonesia, Korea, Russia and the United States. Turkey will be issuing draft regulations in early 2013.

Switzerland: remuneration survey and say on pay

Ethos has published a survey of board remuneration for 2010 in the 48 largest Swiss listed companies. A summary of the findings, in English, is available here and the survey report is available here (in French and German). Ethos notes that 27 of the 48 companies have proposed an advisory vote regarding the remuneration report at their 2011 annual general meeting. Ethos also notes that for the first time in Switzerland a remuneration report was rejected by the shareholders: the vote took place at the annual general meeting of Weatherford International earlier this year (the voting results are available here).

Switzerland: Governance Guide for Families and their Businesses

The codes and principles index maintained by the European Corporate Governance Institute has been updated to include a copy in English of the Governance Guide for Families and their Businesses published by Vereinigung der Privaten Aktiengesellschaften (VPAG), Prager Dreifuss and Continuum AG: see here (pdf).

Switzerland: the role of the auditor in banking regulation

Research comparing the role of the auditor in banking regulation in the UK with that in Switzerland has been published by the Institute of Chartered Accountants of Scotland: see here (pdf). The research report make for very interesting reading, not least because of the debate across Europe about the role of the auditor in the corporate governance and financial regulation frameworks.

Switzerland: 'say on pay' at the largest companies

Ethos, the Swiss Foundation for Sustainable Development, reports that 33 of the 100 largest Swiss listed companies will provide a shareholder advisory vote on the remuneration report at their annual general meeting this year: see here.

Switzerland: executive remuneration survey published

Ethos, the Swiss Foundation for Sustainable Development, has published its 2009 survey of executive remuneration at the 49 largest Swiss listed companies: see here. The survey found:

In 2009, the aggregate remuneration of the members of the board of directors and of the executive management of the 49 companies included in Ethos' study increased by 21% to CHF 1.27 billion. While the increase was 73% in the financial sector, it was just 2% in the other sectors. On average, each member of the executive management received CHF 3 million in 2009. The Chairmen of the board were paid CHF 1.9 million on average while the other non executive directors CHF 300'000".

Switzerland: minimum standards for remuneration schemes of financial institutions

Last year a post on this blog noted that the Swiss Financial Market Supervisory Authority (FINMA) had published a consultation paper concerning a new framework for remuneration schemes within financial firms. To bring this up to date: in November 2009, FINMA published Circular 2010/1: Remuneration Schemes - Minimum standards for remuneration schemes of financial institutions, available here (pdf). Further information is available here.

Switzerland: 'say on pay' vote adopted by Zurich Financial Services and Swiss Re

Ethos has reported that two companies - Zurich Financial Services and Swiss Re - have agreed to provide shareholders with an advisory vote in respect of the remuneration report at their annual general meetings this year. Ethos notes that eight of the twenty companies in the Swiss Market Index (SMI) now provide such a vote.

The protection of minority shareholders in listed companies

The Technical Committee of the International Organization of Securities Commissions established a corporate governance task force in 2005. In 2007 the task force published a report titled Board Independence of Listed Companies. A further report - Protection of Minority Shareholders in Listed Issuers - was published last week and summarises information gathered by the task force concerning the rules designed to protect minority shareholders in eighteen jurisdictions.

The report provides a useful starting point for research but its limitations must be noted: the Task Force did not explicitly require respondents to assess or comment on how the rules were implemented or applied in practice. The eighteen jurisdictions included are: Australia, Brazil, Canada, Germany, Hong Kong, Israel, Italy, Japan, Mexico, the Netherlands, Poland, Portugal, Spain, Switzerland, Thailand, Turkey, the United Kingdom and the United States of America.

Switzerland: FINMA's remuneration proposals

The Swiss Financial Market Supervisory Authority (FINMA) has published for consultation a circular on remuneration systems. It contains wide-ranging proposals regarding the structure of remuneration which will apply to all financial institutions supervised by FINMA. With regard to disclosure, FINMA proposes that institutions should be required to disclose their remuneration policies in a remuneration report and that there should be summary disclosure of the remuneration structure for all employees. Further information is available here.