Among other things, the directive covers the disclosure of compensations for the top governing bodies of a given company.
The directive requires the disclosure of the criteria and methods used to determine all constituent parts of the compensations, as well as the disclosure of the compensations themselves (including salaries, bonuses, credits and benefits in kind) and any options, share allotments, pension-fund contributions, loans to corporate officers and severance payments. This information is to be disclosed in full in the case of:
- Executive members of boards of directors and members of management boards
- Non-executive members of boards of directors
- Former members of such governing bodies.
The corporate governance directive of the SWX goes beyond the corresponding provisions of the EU. The restructured version of the directive will shortly be published in its entirety at www.swx.ch.
The Admission Board is an independent body of the SWX Swiss Exchange and responsible for issues connected with listing, including the duty of listed companies to disclose information.
"With the directive that we approved today, we adopted a corporate-governance policy that is not only one of the leading corporate-governance policies in Europe, but one that satisfies the requirements of Switzerland," said Peter E. Merian, President of the Admission Board. "This directive would have made transparent the salary excesses that became known in the last few months."
What is corporate governance (CG)?
CG is understood to mean principles and regulations regarding the management of companies and the control thereof. Key issues are the responsibility, organizational structure and work methods of governing bodies (shareholders / general meetings, boards of directors, management boards, independent auditors), the balance of their rights and duties and how they cooperate.
Why is corporate governance important?
In recent years, the issue of corporate governance has become increasingly important. On the one hand, this is due to the internationalisation of companies and their shareholders and governing bodies; on the other hand, because of the size and complexity of international companies, traditional control mechanisms are no longer as effective as they used to be and must therefore be replaced with organizational measures.
Transparency, a key demand
Transparency is a key demand, since the forces in the capital market can only have a controlling effect if information necessary for making judgements - in particular, judgements regarding possible conflicts of interest - is made available.
The evolution of the debate on corporate governance in Switzerland
Ten years ago, both in Switzerland and abroad, the term CG was practically unheard of. The SWX Swiss Exchange has been deeply concerned with the issue since 1999 and prepared a draft for a CG directive within the framework of the principles for self-regulation (see especially Art. 8 of the Swiss Stock Exchange Act, under which internationally recognized standards must be taken into account in connection with provisions of the SWX regarding issuers). This directive will enter into force this summer. Since last year, economiesuisse has also been giving strong emphasis to CG; this has led to a draft for a "Swiss Code of Best Practice", which is in the character of a recommendation without binding effect and was adopted on 25 March.
