In their annual reports, issuers must provide, inter alia, specific information on management and control at the highest level of the company (corporate governance). The information to be published can be found in the Directive Corporate Governance (DCG).
The term "corporate governance" refers to all of the principles aimed at safeguarding shareholder interests. While maintaining decision-making capability and efficiency at the highest level of a company, these principles are intended to guarantee transparency and a healthy balance of management and control. It includes the relationship between individual bodies of the company (checks and balances), the disclosure of specific information (transparency) and shareholder rights.
Legal basis and material
Issuers of equity securities with their primary or main listing on the Exchange must comply with the disclosure obligations stipulated in the Directive Corporate Governance (DCG).
The DCG requires issuers to publish information on management and control at the highest corporate level of their company (or give substantial grounds why specific information is not published; "comply or explain" principle). The individual information that must be published in an issuer's annual report under a separate Corporate Governance section is listed in the Annex to the DCG.
Further information concerning the content and scope of issuer's disclosure obligations under the DCG is also contained:
- in the Commentary re the Corporate Governance Directive (see below under "Publications")
- in Communiqués from SIX Exchange Regulation (SER) and the former Admission Board communicated at regular intervals on issues relating to the review of annual reports, namely:
- SER Communiqué No. 2/2013 of 26 August 2013
- SER Communiqué No. 2/2012 of 23 July 2012
- SER Communiqué No. 3/2011 of 23 August 2011
- SER Communiqué No. 8/2010 of 17 August 2010
- SER Communiqué No. 4/2009 of 11 August 2009
- Admission Board Communiqué No. 9/2007 of 26 October 2007
- in the Regulatory Board Communiqué No. 6/2010 of 24 November 2010, explanations with regard to the presentation of compensation to the most senior levels of management in the Corporate Governance Report (Point 5.1. of the Annex to the Directive Corporate Governance) and
- in the sanction decisions and sanction notices issued by the judicial bodies of SIX Swiss Exchange or SIX Exchange Regulation (see below under "Publications").
Directive Corporate Governance
Directive on Information relating to Corporate Governance
Swiss Code of Best Practice for Corporate Governance - Grundlagenbericht zur Revision, German
Grundlagenbericht von Prof. Karl Hofstetter, der im Auftrag des von economiesuisse koordinierten Arbeitsausschusses verfasst wurde.
Swiss Code of Best Practice for Corporate Governance, German
Swiss code of best practice for corporate governance von economiesuisse, Verband der Schweizer Unternehmen, 2014.
Commentary on the Corporate Governance Directive
This Commentary provides an explanation of issuers’ obligations in connection with the DCG as adopted by the SWX Swiss Exchange (SWX). It will be updated at certain intervals and is intended as a means of providing issuers with guidelines on how they can remain in compliance with DCG.