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- Several changes have been made to disclosure law with the entry into force of FMIA and FMIO-FINMA. In particular, new provisions govern the notification duty of persons who have the discretionary power to exercise voting rights. Moreover, certain information must no longer be reported.
- The number of notifications declined slightly against the previous year and the number of suspected violations decreased further.
FMIA and FMIO-FINMA
Disclosure law as set out in the Stock Exchange Act (SESTA) and the Stock Exchange Ordinance-FINMA (SESTO-FINMA) was incorporated into the Financial Market Infrastructure Act (FMIA) and the FINMA Financial Market Infrastructure Ordinance (FMIO-FINMA) effective 1 January 2016. The duties were largely adopted unchanged.
However, new provisions govern the notification duty of persons who have the discretionary power to exercise voting rights. This duty exists in addition to the notification duty of beneficial owners. The FMIO- FINMA defines who specifically is subject to the notification duty if a legal entity is authorized to exercise voting rights. According to the currently valid regulations, the notification duty in these cases applies to the person who directly or indirectly controls the legal entity in question. FINMA has acknowledged the practical problems in implementing this regulation as reported by the persons affected. For this reason, FINMA is considering an adjustment to the relevant ordinance provision and opened consultation in this regard on 22 August 2016. Once the consultation results are available, FINMA will decide whether the regulations should be revised.
In addition, various norms were specified and simplified with their incorporation into FMIO-FINMA. For example, it has been clarified that a group of companies with a shareholding subject to notification obligations must disclose this as an indirect shareholding and not as a shareholder group. Furthermore, the ordinance now defines which instruments are subject to disclosure obligations as equity derivatives. Certain information – such as the relationship between beneficial owners and direct participants – must no longer be disclosed, which reduces the scope and complexity of disclosure notifications.
The Disclosure Office has adapted the forms it makes available as well as the electronic publication platform to reflect the amended provisions. The terminology and system have also been standardized to simplify the entry of disclosure notifications for the issuers.
Number of suspected notification violations decreases further
The number of disclosure notifications declined year on year by approximately 8% to 1,267 (2014: 1,371), while the number of suspected cases of violations of the notification duty declined to 70 (2014: 87), corresponding to a decrease of nearly 20%. This is due to the intensified enforcement of the disclosure regulations by the FINMA and the Swiss Federal Department of Finance (FDF).
You will find the 2015 Annual Report of the Disclosure Office of SIX Swiss Exchange at the following link: https://www.six-exchange-regulation.com/en/shared/component/redirected/disclosure-annual-reports.html
Further information can also be found at: https://www.six-exchange- regulation.com/en/home/investor/obligations/disclosure-of-shareholdings.html
