Switzerland's board gender guidelines run on a comply-or-explain transition
Article 734f of the Code of Obligations asks larger listed companies for at least 30% of each gender on the board and 20% on the executive board, with the reasons for any shortfall stated in the remuneration report.
1 January 2023
The revised Swiss company law brought the gender guidelines into the Code of Obligations. They are not a quota: a company that falls short does not face invalid appointments, but must state in its remuneration report why the threshold has not been reached and what measures it is taking. Transition periods apply, running longer for the executive board than for the board of directors.
The rest of the Swiss architecture is unusually shareholder-facing. Under Art. 698(2) every board member is elected individually and annually, and the general meeting separately elects the chair and the members of the compensation committee. Under Art. 735 shareholders vote bindingly on aggregate board and executive compensation.
Swiss non-executive fees are among the highest in the world, with board members of SMI-listed companies commonly in the CHF 200,000 to 400,000 range.
What it means for a cross-border candidate
Annual individual election is the fact to plan around. In most markets a director's re-election is a formality inside a slate; in Switzerland every name is voted on separately every year, and proxy advisers publish a recommendation on each. It makes a Swiss seat the most publicly accountable on this exchange — and it means your record has to withstand annual, individual scrutiny rather than triennial collective scrutiny.
This paragraph is the Global ID Exchange’s own reading, not a statement by any authority named above. Everything in the body of this item is a matter of record; this is judgement.
Sources
- Swiss Code of Obligations, Art. 698(2), 733, 734f, 735
- Swiss Code of Best Practice for Corporate Governance (economiesuisse)
Rules change and transitional provisions frequently apply. Verify against the primary instrument before you rely on any provision described here.
Read next: the Swiss regime in full.
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