The Sanction Commission of SIX Swiss Exchange Ltd has issued a reprimand to Vontobel Holding Ltd owing to breaches of the disclosure provisions of the Directive on Information relating to Corporate Governance in its 2008 annual report.
According to the Directive on Information Relating to Corporate Governance (Directive), issuers must publish certain details of their corporate governance in their annual report. The Sanction Commission has established that Vontobel Holding Ltd (Vontobel) omitted contrary to the Directive some of this information from its 2008 annual report.
Among other details, the Directive demands the publication of information on the content and method of determining compensation to the Board of Directors and the Executive Board. This information must be clear and comprehensible. In its 2008 annual report, Vontobel used terms related to these compensations for which no further explanation was given. The Sanction Commission found that these statements were too general in nature. They did not permit investors a clear picture of the criteria used to determine the compensations made to directors and management. Furthermore, the Commission objected, Vontobel had failed to weight the individual objectives used in setting bonuses.
The Sanction Commission also established further minor breaches with regard to the division of powers between the Board of Directors and Executive Board, and in connection with the general information given on outstanding convertible bonds and issued options.
In considering the sanction, the Sanction Commission has taken into account the gravity of the breach, the degree of fault and the issuer’s sensitivity to a penalty.
For information on corporate governance, please visit:
http://www.six-exchange-regulation.com/obligations/governance_en.html
This sanction decision and earlier sanctions imposed in connection with corporate governance can be found at:
http://www.six-exchange-regulation.com/enforcement/sanction_decisions_en.htm