Zurich, February 22th 2024 – The upcoming AGM season has some controversial discussions in store. SWIPRA expects an increased focus on
· board compositions,
· overall good corporate governance, and
· individual board member accountability.
Apart from the ever-increasing expectations for credible leadership to manage the more challenging business environment, this is also related to
· increasingly diverging views on the importance and implementation of sustainability measures, as well as to
· revived criticisms regarding compensation, in particular the pay for performance relation and overall bonus levels.
A new common underlying catalyst for all these hotspots is the upcoming shareholder vote on the non-financial report for a broad range of listed companies in Switzerland.
SWIPRA Services is proud to have been contributing to the first Swiss Stewardship Code that was recently published. Download
It is the culmination of an effort SWIPRA started over five years ago to improve and foster the mutual understanding in the Swiss market with respect to good stewardship.
Zurich, February, 2023 – The first post-Corona physical AGM season will require Boards to take important decisions with respect to shareholder interaction, compensation arrangements and stakeholder dialogue.
The amended Swiss corporate law will require approvals of updated Articles of Association, and while many of the proposed changes just reflect regulatory necessities, proposals concerning virtual AGMs, or the capital band (replacing the authorized capital) leave companies room for choice. These items thus require transparent communication and explanations of the decision taken to avoid misconceptions at AGM votes.
Compensation will remain in the spotlight. The economic impacts from the pandemic and the geopolitical turmoil leave Boards with the obligation to ensure that the income gap between management and employees does not grow any further. Boards should use this opportunity to also reconsider whether existing compensation structures still serve the purpose. Not least because companies so far do not explain well how long-term strategically relevant targets as well as their key stakeholders’ expectations are reflected in their pay policies. Companies should also pay attention to the revised Swiss Code of Best Practice in Corporate Governance (“Code”) that was recently published. With its integrated view on sustainability, the Code asks Boards to take shareholder and more general stakeholder views into consideration when taking strategic decisions. Aligned with international market developments of the recent past, the Code encourages Boards to engage regularly with their key share- and stakeholders. Together with the new level of transparency needed in view of the upcoming shareholder vote on the non-financial report in 2024, Boards are required to establish a solid stakeholder interaction that goes beyond a “classical” financial roadshow.
An joint article from KPMG and SWIPRA on the ESG agenda for boards towards the 2023 AGM season. Read here.
An Article by SWIPRA in the NICG Newsletter 2023. Read here.
SWIPRA Services Ltd is pleased to announce three new members to its Panel of Investors. Five years ago, SWIPRA established a Think Tank with the goal of promoting good corporate governance in Switzerland and of fostering dialogue and mutual understanding between shareholders and companies. It consists of an investor (“Panel of Investors”) and an issuer (“Panel of Experts”) chapter.
The three new members are senior ESG and engagement professionals, bringing distinct and deep knowledge and experience in active ownership to the Think Tank, and represent the largest Swiss asset managers: Credit Suisse Asset Management, Pictet Asset Management, and UBS Asset Management.
The goal of the extended SWIPRA Panel of Investors is to work towards a common understanding of good stewardship and a collaborative engagement structure for the Swiss capital market. It is the group’s intention to promote a high-quality engagement dialogue between institutional shareholders and listed Swiss companies on corporate governance and sustainability.
SWIPRA Services Ltd is pleased to announce three new members to its Panel of Investors. Five years ago, SWIPRA established a Think Tank with the goal of promoting good corporate governance in Switzerland and of fostering dialogue and mutual understanding between shareholders and companies. It consists of an investor (“Panel of Investors”) and an issuer (“Panel of Experts”) chapter.
The three new members are senior ESG and engagement professionals, bringing distinct and deep knowledge and experience in active ownership to the Think Tank, and represent the largest Swiss asset managers: Credit Suisse Asset Management, Pictet Asset Management, and UBS Asset Management.
The goal of the extended SWIPRA Panel of Investors is to work towards a common understanding of good stewardship and a collaborative engagement structure for the Swiss capital market. It is the group’s intention to promote a high-quality engagement dialogue between institutional shareholders and listed Swiss companies on corporate governance and sustainability.
KPMG Switzerland and SWIPRA Services are delighted to announce a partnership in the field of ESG (Environmental, Social, Governance). By joining forces and combining our longstanding, complementary expertise, we can provide clients with a comprehensive range of services to address strategic challenges, stakeholder requests, shareholder expectations, and the fast-paced regulatory developments concerning ESG.
It is our overarching goal to support clients in their strategy and reporting processes and help them build a resilient, long-term business contributing to social welfare and a more sustainable environment. Our portfolio of services includes:
Read the full Newsletter
An Article by SWIPRA in the KPMG Board Leadership Center Newsletter about Board Leadership and the upcoming AGM Season. Read here.
Read about the current and upcoming challenges for nomination and compensation committees in these updates developed together with the KPMG Board Leadership Center:
Zurich, January 24, 2022 – The upcoming AGMs are expected to again take place mostly in the absence of shareholders. A focus will be on how the announcements and pledges made during the Pandemic years are now being consistently carried over into companies’ strategies. This will mainly concern decisions on compensation quantum and structures, capital allocation and board composition. The board has to explain the respective strategic goals and the journey to reach them to its stakeholders while mediating between conflicting demands. Approaches and experiences of how this is done in practice were discussed at the SWIPRA Survey event in December 2021, stressing the role of stakeholder engagement and board exposure. Specifically, for the AGMs 2022, boards need to explain:
This begs the question: Are you prepared?
An article by SWIPRA in Expert Fokus on the future of non-financial reporting:
Following the adoption of the counter-proposal to the Responsible Businesses Initiative (RBI), non-financial reporting will become mandatory in Switzerland. This means new challenges for boards of directors and for audit activities. Although assurance is an important pillar of the governance framework, there is a lack of clarity about what can be expected from an audit and what the roles of the external auditor and the Three Lines of Defense are. Read more... (in German)
Zurich, January 29, 2021 - Dealing with challenging developments in the economic, political and regulatory environment is increasingly challenging for decision-makers. Boards of directors and executive managements are the guardians of the reputation of a company. Their business conduct, corporate governance, ethical and socially responsible behavior (Corporate Social Responsibility "CSR" or Ecological, Social, Governance "ESG" issues) are increasingly in the focus of stakeholders. Ultimately, they are decisive for the success of a company. But how to communicate effectively with the various stakeholder groups? Concrete action and the willingness of companies to increase transparency and dialog on ESG are expected. But stakeholders have to enter this dialog and make an effort to understand the individual situation of a company. Although there are countless reporting standards, initiatives and ratings out there, there is no common denominator yet as to what non-financial reporting should ideally look like, though views are starting to converge. The critical issue remaining is that non-financial information often cannot be forced into an overly tight corset of standards. The upcoming obligation for companies listed in Switzerland to submit a non-financial report to a shareholder vote illustrates the relevance of this type of information and the urgency to improve or develop such reporting.
An article on non-financial reporting and the chances/risk for the board of directors. Read more
Recently, important political decisions were taken regarding the future frameworks of Swiss companies and their shareholders:
1. After more than a decade of deliberations, the Swiss parliament adopted a broad revision of the Swiss stock corporation law. Among others, the revision significantly strengthens shareholders’ rights. Companies should make use of the transition time of two years until the revision becomes effective to strengthen their corporate governance and corporate social responsibility frameworks, improve disclosure quality, and intensify stakeholder engagements.
2. The Swiss parliament adopted an indirect counter-proposal against the stringent “responsible business initiative” (RBI). A national referendum will be held later in 2020 on the two proposals. The RBI would hold Swiss companies liable internationally for insufficient diligence in environmental and social matters not only within their own organization but importantly also for the actions of their suppliers. Moreover, the burden of proof would be reversed and rest with the companies. Going into this referendum, it will be crucial that the public understands the effort Swiss companies are undertaking, the benefits of the disclosure-based counter-proposal, and the drawbacks of the far-reaching RBI for Switzerland as a business location.
3. The federal council recently adopted a report and guidelines regarding “Sustainable Finance”. The government intends to provide a supportive environment in Switzerland to develop a “leading sustainable financial center”. It is now the industry’s responsibility to build on this framework and develop the tools needed to effectively contribute to sustainability. This should include strategies for active ownership and socially responsible investment processes, including stewardship, instead of the still widely-spread ESG labeling and exclusion approaches.
Recently, important political decisions were taken regarding the future frameworks of Swiss companies and their shareholders:
1. After more than a decade of deliberations, the Swiss parliament adopted a broad revision of the Swiss stock corporation law. Among others, the revision significantly strengthens shareholders’ rights. Companies should make use of the transition time of two years until the revision becomes effective to strengthen their corporate governance and corporate social responsibility frameworks, improve disclosure quality, and intensify stakeholder engagements.
2. The Swiss parliament adopted an indirect counter-proposal against the stringent “responsible business initiative” (RBI). A national referendum will be held later in 2020 on the two proposals. The RBI would hold Swiss companies liable internationally for insufficient diligence in environmental and social matters not only within their own organization but importantly also for the actions of their suppliers. Moreover, the burden of proof would be reversed and rest with the companies. Going into this referendum, it will be crucial that the public understands the effort Swiss companies are undertaking, the benefits of the disclosure-based counter-proposal, and the drawbacks of the far-reaching RBI for Switzerland as a business location.
3. The federal council recently adopted a report and guidelines regarding “Sustainable Finance”. The government intends to provide a supportive environment in Switzerland to develop a “leading sustainable financial center”. It is now the industry’s responsibility to build on this framework and develop the tools needed to effectively contribute to sustainability. This should include strategies for active ownership and socially responsible investment processes, including stewardship, instead of the still widely-spread ESG labeling and exclusion approaches.
Zurich, January 30, 2020 - The AGM Season 2020 will see more shareholder scrutiny on the actual tangible actions companies are taking in the field of their corporate social responsibility (or “ESG”), a higher exposure of individual board members, in particular board and committee chairs, and more focus on internal fair pay. Board and pay votes will remain the most critical AGM items. Solid governance frameworks remain a success factor not only for established listed companies but also likewise for companies planning their IPO. These are some of the trends SWIPRA expects to see in the 2020 AGM season.
A publication from our exclusive international partner in Switzerland on current developments with respect to Covid-19 and ESG
A joint newsletter of SWIPRA and Morrow Sodali on Corporate Governance in light of the Covid-19 crisis in Switzerland with a brief first review of the Swiss AGMs held so far.
A joint newsletter of SWIPRA and Morrow Sodali on Corporate Governance in light of the Covid-19 crisis in Switzerland with a brief first review of the Swiss AGMs held so far.
Zurich, January 30, 2020 - The AGM Season 2020 will see more shareholder scrutiny on the actual tangible actions companies are taking in the field of their corporate social responsibility (or “ESG”), a higher exposure of individual board members, in particular board and committee chairs, and more focus on internal fair pay. Board and pay votes will remain the most critical AGM items. Solid governance frameworks remain a success factor not only for established listed companies but also likewise for companies planning their IPO. These are some of the trends SWIPRA expects to see in the 2020 AGM season.
Corporate Social Responsibility (CSR) is becoming more and more important in corporate management, a single focus on financial indicators in strategic corporate management is increasingly regarded as insufficient.
Institutional investors in particular are stressing the importance of socially responsible entrepreneurship and CSR reporting. This creates new expectations on the tasks of auditors and the desire for increased assurance in the field of non-financial corporate information. But what exactly should be audited from the investors' point of view? And which audits are already being carried out today - maybe implicitly?
This is an event for auditors and financial market participants. Roundtable attendees are invited to actively contribute to the discussion.
Organizing partners
Zurich, January 28, 2018 – For the upcoming Annual General Meeting (AGM) Season, SWIPRA anticipates investor expectations regarding the composition and performance record of boards of directors as well as the related disclosure to increase further. The responsibility of the board of directors towards all of its stakeholders, i.e. the Corporate Social Responsibility (CSR) or socially responsible corporate management, will continue to be a topic of increasing relevance: Investors want to better understand “how” a company conducts its business. A challenge SWIPRA has been referring to already in the past.
Improved communication of company-specific corporate governance solutions and less “one size fits all”?
In view of the upcoming 2017 annual general meetings (AGM) season, SWIPRA considers the following items of particular relevance:
The SWIPRA Newsletter with a preview to the AGM season 2016 and corporate governance core topics.
here.
SWIPRA has launched a new website as of today! The new webpage should provide interested users with a quicker access to the relevant information and allow an easy navigation through the content. Enjoy!