The principal forms of corporate organisations in Switzerland are the stock corporation (Aktiengesellschaft (AG) or Ltd) and the limited liability company (Gesellschaft mit beschränkter Haftung (GmbH) or LLC). The stock corporation is the most important company form; it is suitable for all sizes and types of business and is the only company form that can be listed on a stock exchange. Both the Ltd and the LLC feature a separate legal personality, a predetermined capital divided into shares/quotas and a limitation of liability to their own assets.

Swiss Company Law

The primary source of law relating to corporate governance is the Swiss Federal Code of Obligations (CO) (namely the Swiss company law in Article 620 et seq. CO). The CO contains, amongst others, rules relating to the principal corporate bodies for Swiss companies, their structure, the type of decisions they take and their decision-making process. Also, the CO provides for rules on financial reporting, the financial audit process as well as ESG reporting obligations and duties.

FinMIA

For listed companies, the second important source of law relating to corporate governance is the Swiss Federal Act on Financial Market Infrastructure and Market Conduct in Securities and Derivatives Trading (the “Financial Market Infrastructure Act” or FinMIA) including its supporting ordinances. The FinMIA regulates, amongst others, the conduct of financial market participants in securities and derivatives trading.

Listing Rules/Stock Exchange Directives

The two Swiss stock exchanges, SIX Swiss Exchange AG (SIX) and the smaller BX Swiss AG (BX), both self-regulatory organisations under the FinMIA, have issued listing rules with specific reporting and disclosure requirements, partially amended by the new Financial Services Act (FinSA) as of 1 August 2021. Further, to improve transparency on corporate governance, SIX Exchange Regulation, the regulatory division of SIX, has enacted the “Directive on Information Relating to Corporate Governance” (“SIX Directive Corporate Governance”), as last amended on 1 January 2026. It requires issuers with a main Swiss listing to disclose, in a separate chapter of their annual report, important information on the management and control mechanisms at the highest corporate level, or to give valid reasons for not doing so (“comply or explain”).

In addition, the SIX “Directive on the Disclosure of Management Transactions”, as amended on 1 February 2024, requires issuers with a main Swiss listing and (indirectly) their members of the board and of the executive management, to disclose and report transactions of the members of the board and of the executive management in their respective securities.

FINMA Circulars

In addition to the issuance of ordinances in its field of competence, the regulatory body FINMA issues directives (circulars). The following are relevant in the context of corporate governance:

• the circular “Remuneration schemes” (2010/1, as amended 4 November 2020), addressing the minimum standards for remuneration schemes of financial institutions; and
• the circulars “Corporate Governance – insurers” (2017/2, of 1 January 2017) and “Corporate Governance – banks” (2017/1, as amended 4 November 2020), both addressing corporate governance, risk management and the internal control system at insurance companies and banking institutions, respectively.

Corporate Governance Standards

The Swiss Code of Best Practice for Corporate Governance, as amended on 6 February 2023 (SCBP), issued by economiesuisse, Switzerland’s leading business association, establishes corporate governance standards in the form of non-binding recommendations (“comply or explain”). The SCBP primarily addresses Swiss listed companies, but also serves as a guideline for non-listed Swiss companies. Being an effective instrument of self-regulation, it structures, integrates and reflects various Swiss law provisions on corporate governance and accepted corporate practice and sets corporate governance standards. While classified as soft law, the SCBP is widely recognised and followed by many companies in Switzerland.

Guidelines for Institutional Investors

An important group of representatives of Swiss institutional investors (such as the Swiss Association of Pension Fund Providers and the Federal Social Security Funds), Swiss businesses (including the Swiss Business Federation economiesuisse) and proxy advisers (Ethos) have issued the “Guidelines for institutional investors governing the exercising of participation rights in public limited companies”. Unlike the SCBP, which primarily targets listed companies, these non-binding guidelines are directed at institutional investors. They aim at strengthening good corporate governance by outlining best practices for exercising participation rights in Swiss-listed companies.

Companies with publicly traded shares are subject to additional and more stringent corporate governance requirements than privately held companies. These requirements are primarily anchored in the sources described above, namely the CO, the FinMIA as well as the listing rules and directives of SIX Swiss Exchange AG and BX Swiss AG.

Under the CO, listed companies must comply with enhanced shareholder participation and remuneration governance rules. In particular, the shareholders’ meeting must annually elect the chairperson of the board, each board member individually, the members of the compensation committee individually, and the independent proxy. In addition, the aggregate compensation of the board, the executive management and, if applicable, the advisory board must be submitted annually to the shareholders for a binding vote. The articles of association of listed companies must further contain specific provisions regarding compensation matters and related governance topics. These statutory rules are mandatory.

Under the FinMIA, listed companies are subject to capital markets regulation relevant to corporate governance, including the disclosure of significant shareholdings, takeover rules, market conduct obligations and certain transparency requirements. These requirements are also mandatory.

In addition, under the listing rules of SIX and BX, listed companies must comply with ongoing obligations such as immediate disclosure of price-sensitive facts (ad hoc publicity) and disclosure rules for management transactions. These requirements are binding for companies that choose to maintain a listing on the relevant stock exchange and are therefore mandatory as a matter of listing status.

Finally, the SIX Directive Corporate Governance requires SIX-listed companies to disclose key information on the management and control mechanisms at the highest corporate level in their annual reports – or provide valid reasons for not doing so (“comply or explain”).

In recent years, Swiss listed companies have faced several regulatory developments affecting corporate governance. These developments have not fundamentally changed board structures, but have primarily increased governance oversight responsibilities, expanded disclosure obligations and improved transparency for shareholders.

An important development concerns ESG. In 2025, the first reporting period under the new non-financial reporting and due diligence duties (Articles 964a-964l CO, discussed in 7.1 ESG Requirements), applicable in particular to listed companies but also to certain other companies, which entered into force on 1 January 2024, was completed. While the Swiss reporting rules were implemented in alignment with EU regulations, the European Union itself further developed its respective regulatory framework by adopting the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD). Very recently (February 2026), the EU Omnibus-I Amendment Directive to the CSRD and CSDDD (Directive (EU) 2026/470) entered into force, which simplifies and changes certain EU sustainability reporting and due diligence obligations for large companies. In response to these developments, Switzerland has decided to open a consultation procedure on a new Federal Act on Sustainable Corporate Governance (NUFG), which is intended to replace the mentioned rules in the CO and to ensure alignment with relevant international standards.

A very recent change relates to the updated SIX Directive Corporate Governance effective as of 1 January 2026. The revised Directive focuses in particular on broader disclosures requirements regarding remuneration, requiring more detailed information on the determination process, structure, and calculation of compensation (see 1.2 Corporate Governance Legislation and Regulation).

In a Swiss stock corporation, three bodies are involved in the governance and management:

• the shareholders’ meeting (as the supreme body);
• the board of directors (as the executive body); and
• the statutory auditors (as the controlling body).

The board of directors and the statutory auditor are elected by the shareholders’ meeting.

Shareholders’ Meeting

The shareholders’ meeting is the supreme body of a company and defines the framework of the company’s business activities. In doing so, the shareholders’ meeting has to decide upon the following matters, as they are fundamental, non-transferable competencies attributed to the shareholders’ meeting by law:

• adoption and amendment of the articles of association, including changes in the share capital, issuance of preferred shares, approval of mergers and changes in the company’s corporate structure;
• approval or rejection of the annual report, including the consolidated financial statements;
• approval or rejection of the use of the balance sheet profit and, in particular, the declaration of dividends;
• determination of interim dividends and approval of the required interim financial statements;
• election and removal of the members of the board of directors;
• election of the external auditors;
• release of the members of the board of directors from liability (discharge);
• passing of the resolution on repaying the statutory capital reserve;
• liquidation of the company; and
• all other matters that are by law or by the articles of association reserved to the shareholders’ meeting (special audit pursuant to shareholders’ information rights, etc).

For listed companies, the shareholders’ meeting has the following additional non-transferable competencies:

• election of the chairperson of the board of directors;
• election and removal of the members of the compensation committee and of the independent proxy;
• delisting of the company’s equity securities; and
• approval or rejection of the compensation of the board, the executive management and, if any, the advisory board.

Board of Directors

The board of directors is the executive body of a company and is responsible for the ultimate management and representation of the company. Its main duty is to determine the corporate strategy and allocate corporate resources (strategic governance). In general, the board is authorised to decide all matters that are not reserved to the shareholders’ meeting or to the auditors by law or by the articles of association and shall manage the business of the company to the extent it has not been delegated to individual members or to an executive management based on organisational regulations.

Statutory law lists certain fundamental matters specifically reserved to the board. The following board responsibilities are non-transferable and inalienable:

• overall management of the company – duty to determine the corporate strategy and allocate the corporate resources (strategic governance);
• defining the fundamental organisational structure;
• setting up an accounting and financial control system (including an internal control system for medium-sized and larger businesses) as well as financial planning;
• appointing and removing the management/granting of signing authority to the individuals authorised to act on behalf of the company;
• ultimately monitoring the individuals entrusted with management responsibilities;
• preparing annual reports and shareholders’ meetings as well as implementing their resolutions;
• filing an application for a debt restructuring moratorium and notifying the bankruptcy court if the company’s liabilities are no longer covered by its assets (over-indebtedness); and
• issuing the annual compensation report on the board’s and executive management’s compensation (only for listed companies).

Notwithstanding the non-transferable and inalienable nature of these responsibilities, the board may delegate the preparation and execution of its resolutions to committees, but not the decision-making itself (“delegation of decision-shaping but not decision-making”). Listed companies often establish an audit committee, a compensation committee and/or a nomination committee.

Statutory Auditors

The statutory auditors serve as a controlling body by (i) reviewing the annual accounts and the motions made by the board to the shareholders’ meeting on the allocation of the balance sheet profit and by (ii) reporting to the shareholders’ meeting whether the annual accounts comply with the statutory provisions, the articles of association and the applicable financial reporting standards. The scope of an auditor’s duties depends on the nature and size of the company in question; listed, large and mid-sized corporations are subject to an ordinary audit, while smaller corporations are subject to a limited audit only.

Shareholders’ Meeting

The shareholders’ meeting is convened by the board of directors. The notice must include the agenda items and the boards’ motions (and shareholders’ motions, if any). The board must briefly explain its proposals; however, explanations for shareholders’ motions are optional. Resolutions can only be made on motions relating to agenda items that were duly notified (see 4.3 Shareholder Meetings).

Resolutions generally require an absolute majority of the votes represented. Certain important resolutions (such as the amendment of the company’s purpose, the introduction of conditional capital, of a capital band or of transfer restricted shares), require a qualified majority – ie, two thirds of the voting rights represented and the absolute majority of the nominal value of shares represented. A requirement for a qualified majority may also be introduced for other matters by a resolution of the shareholders’ meeting which satisfies the proposed majority requirement.

A universal shareholders’ meeting (ie, a meeting at which the owners or representatives of all shares are present or represented) may be held without observing the formal convening requirements, provided that no objection is raised. Such a meeting may also pass resolutions in writing on paper or in electronic form, provided that no shareholder or its representative requests oral deliberation.

In most companies, the principle of “one share, one vote” applies. The articles of association may, however, also provide for voting shares (common in family-controlled companies).

Board of Directors

Resolutions of the board of directors may be passed by a (relative) majority of the votes cast at the meeting. However, the articles of association and the organisational regulations may also introduce a quorum for the presence of a minimum number of board members or for a specific vote of the board. In the case of a tie, the chairperson holds the casting vote, unless the articles of association stipulate otherwise.

Resolutions of the board may be passed in writing by way of circular resolution or electronically (without signatures), provided that no board member requests oral deliberation.

Swiss company law generally provides for a one-tier board model. In practice, however, day-to-day management (except for the non-delegable and inalienable competencies of the board, see 2.2 Types of Decisions) is commonly, and typically in listed companies, delegated from the board to an executive management, thereby leading to a two-tier board structure. Such rightful delegation excludes the directors’ liability for damages relating to the delegated day-to-day management (but not the core duties) provided that the board applied the necessary care in selecting, instructing and supervising the management.

As a particularity and exception, banks and private insurance companies are required by law to establish a two-tier structure with a functional and personal separation of operative management and supervision.

Swiss company law generally does not specify the roles of the members of the board of directors in much detail. Subject to certain non-transferable statutory duties of the board as a whole, the allocation of functions among board members is typically set out in the company’s articles of association, organisational regulations and committee charters.

Chairperson and Vice-Chairperson

The chairperson of the board has a central co-ordinating and leadership role. In particular, the chairperson typically:

• convenes and chairs board meetings;
• ensures that board members receive timely and adequate information;
• oversees the preparation of agendas and board materials;
• co-ordinates with the executive management, in particular with the CEO;
• acts as a primary contact person for the executive management;
• chairs the shareholders’ meeting; and
• generally ensures the proper functioning of the board.

Even though the law does not explicitly mention the position of the vice-chairperson, it is advisable to appoint one in case the chairperson is unable to perform his or her duties. Again, the scope of the vice-chairperson’s duties should be defined in the organisational regulations.

Ordinary Board Members

Other board members participate in the collective supervision and strategic direction of the company. Their role includes reviewing and approving matters reserved to the board, exercising oversight over executive management, assessing risk management and internal controls, and contributing independent judgment and expertise. All board members are subject to the same fiduciary duties of care and loyalty.

Committee Members

Particularly in listed or larger companies, certain responsibilities are often delegated to specialised board committees, such as an audit committee, compensation committee, governance and sustainability committee or risk committee. Members of such committees prepare recommendations and oversee matters within their remit, while decision-making authority generally remains with the board unless validly delegated. For listed companies, the members of the compensation committee must be elected annually by the shareholders’ meeting.

Secretary

In addition, the board may appoint a secretary, who does not have to be a board member. The secretary’s duties are of a mere administrative nature relating to the board’s tasks, such as taking minutes.

Lead Independent Director

While not legally required, the SCBP recommends the role of a lead independent director, ie, a non-executive board member, particularly to prevent or address any potential conflict of interest situations.

Regarding the composition of the board, current Swiss company law is flexible and the shareholders enjoy broad discretion. Swiss company law contains no rules on the maximum number of seats and no age restrictions on board members. However, listed Swiss companies must observe the gender representation guidelines (see 7.1 ESG Requirements).

Regulated Industries

In regulated industries – particularly in the financial sector – the members of the executive bodies of supervised institutions must satisfy the requirement of proper business conduct and possess the required knowledge and experience (“fit and proper”). Assurance of proper business conduct covers matters of personal character (including criminal records) and professional qualifications required for the proper management of a supervised entity. The principal criterion used in assessing a person’s suitability is their past and present business activity. As to the requirements regarding the composition of the board relating to independent directors, see 3.5 Independence of Directors.

Only the shareholders’ meeting can appoint or remove the board of directors. This is permissible whenever a shareholders’ meeting is held and its agenda provides for the respective election or removal (see 4.3 Shareholder Meetings).

For listed companies, the chairperson of the board, each member of the board and the members of the compensation committee must be appointed and (re-)elected individually and annually. In non-listed companies, the elected board members may resolve on the board’s organisation, constitution and their members’ functions, including the appointment of the chairperson.

Unless otherwise provided by the articles of association, the shareholders’ meeting passes resolutions on the election and removal of any director by an absolute majority of the votes represented at the respective meeting.

Officers, in particular members of the executive management, are generally appointed and removed by the board of directors, unless the articles of association or organisational regulations provide otherwise.

There are generally no statutory restrictions on who may be appointed as a board member, in particular with regard to nationality, age or maximum term of office. However, the company must be capable of being represented by at least one person who is resident in Switzerland. The residency requirement is deemed satisfied if either one person with sole signatory authority resident in Switzerland, or two persons with joint signatory authority resident in Switzerland, are registered in the commercial register. In regulated industries, such as banking or insurance, additional fit-and-proper requirements may apply.

Swiss company law does not require business corporations to have independent directors.

The SCBP, however, emphasises that well-founded decisions can emerge only by exchanging ideas and critical views among the members of the board of directors and the executive management. Therefore, it recommends that the majority of the board should consist of independent members. Independent members are deemed to be non-executive members of the board who:

• have never been a member of the executive management or, if they have, then more than three years ago;
• have never served as lead auditor or who served as lead auditor more than two years ago; and
• have no or only minor business relations with the company.

The board may establish further criteria for independence. Importantly, in cases of cross-involvement with other boards, the independence of the member in question should be carefully examined on a case-by-case basis.

According to the SCBP, the nomination committee should be predominantly composed of independent directors. For the compensation committee, only independent members of the board of directors should be proposed for election by the shareholders. Members who have reciprocal board memberships – ie, a committee member responsible for co-determining the compensation of a member of the board of directors or the executive management under whose supervisory or directive authority the committee member serves in another company – should not be proposed.

Banking and Insurance

For banking and insurance entities, FINMA has issued rules in its circulars “Corporate Governance – banks” (2017/1) and “Corporate Governance – insurers” (2017/2). Pursuant to these rules, at least one third of the board of a banking entity must consist of non-executive and independent directors. Board members are generally considered to be independent if they are not (and have not been during the past two years) engaged in any other function for the respective entity (including as auditor). Independent directors should not maintain significant business relations with the entity that could lead to conflicts of interest and/or should not act on behalf of significant shareholders.

Conflicts of Interest

The statutory duty of care and loyalty requires directors to perform their duties with due care and safeguard the company’s interests in good faith, including avoiding and properly addressing conflicts of interest. If a director fails to comply with this duty and favours personal interests over those of the company, any shareholder may hold such a director, and potentially the board, liable for any damage caused by such a breach of the duty of loyalty, and seek indemnification (for D&O liability claims, see 3.8 Breach of Directors’ Duties).

Additionally, the CO expressly provides that members of the board of directors and the executive management must inform the board of directors immediately and fully of any conflicts of interest affecting them. The board of directors must then take the measures necessary to safeguard the interests of the company.

In practice, companies’ organisational regulations often provide for detailed rules and measures in the case of a director’s conflict of interest (ie, disclosure, abstention from votes or recusal from meetings).

The board is responsible for the ultimate management and representation of the company. Its main duty is to determine the corporate strategy and allocate corporate resources (strategic governance). In general, the board is authorised to decide on all matters that are not reserved to the shareholders’ meeting or the auditors (by law or by the articles of association), or that are not delegated to the executive management based on organisational regulations.

Statutory law enumerates certain fundamental matters specifically reserved for the board for decision-making (see 2.2 Types of Decisions).

The board owes its fiduciary duties primarily to the company, and must represent it and act in its best interests. When determining the best interests of the company, the board, according to the prevailing legal opinion in Switzerland, should consider the long-term interests of the shareholders as well as those of other stakeholders, such as the company’s employees or creditors.

Board members, “de facto directors” (ie, persons not formally appointed as directors but who factually act as directors and significantly influence the company’s decision-making process), and members of the executive management, are liable for damages caused by intentional or negligent breach of their duties. As a rule, directors’ and officers’ (D&O) liability is joint and several, and each director may be held personally liable. Under the business judgement rule, business decisions made in good faith, without conflicts of interest, and with proper and reasonable information are not breaches, even if they later prove to be materially wrong in retrospect.

The expected level of care is generally assessed based on an objective standard. However, specialist knowledge may result in a higher standard when assessing the actions of an individual board member.

Liability Actions

D&O liability actions may be brought by the company, shareholders, or, in bankruptcy, the company’s creditors. Shareholders’ actions can be direct or indirect (ie, as a derivative suit), if they seek to act on behalf of the company due to indirectly caused damages (ie, damage to the value of their shares resulting from damage suffered by the company). However, formal actions against board members are rather rare in practice. Many conflicts end with out-of-court settlements, frequently facilitated (and financed) by D&O insurers.

The members of the board or the executive management of listed companies may be subject to criminal sanctions pursuant to the Swiss Criminal Code, if they pay or accept prohibited remuneration (see 3.10 Payments to Directors/Officers). It follows that decisions on remuneration for the board and executive management and their subsequent payment or receipt, respectively, have to be carefully prepared in compliance with Swiss company law and related criminal law.

As a general principle, companies cannot validly preclude the liability of directors and executive management in advance. The annual shareholders’ meeting may, however, grant discharge to the directors and the executive management for the preceding business year. As a result, the company and any shareholders who voted in favour of the resolution are precluded from bringing an action against the directors and executive management for any facts that were known to the shareholders’ meeting at that time. Shareholders who did not approve the discharge resolution remain entitled to bring claims, subject to the statutory requirements.

Often, companies seek D&O insurance coverage for their members of the board of directors and executive management.

For private companies, the board exclusively determines the remuneration of its members and the executive management.

The Swiss Federal Supreme Court has consistently stated that remuneration must be justifiable relative to the company’s overall financial situation and the individual contributions. However, the board’s discretion is broadly respected and the Swiss Federal Supreme Court exercises restraint in reviewing remuneration decisions.

Say-on-Pay

Swiss listed companies must annually submit the board’s proposal on executive compensation to the shareholders for a binding vote (binding say-on-pay). The shareholders’ meeting has to vote separately on the proposed aggregate amount of compensation for each member of the board of directors, the executive management and, if any, the advisory board. However, Swiss law does not provide for statutory maximum amounts (cap) for the individual compensations.

Companies are required to specify the details of the vote on compensation in their articles of association. Models can vary, eg, shareholders may vote on fixed compensation for the term until the next ordinary shareholders’ meeting (prospective vote) or on performance-based compensation for the previous financial year (retrospective vote). Many Swiss-listed companies include in their articles of association a provision for a vote on a compensation cap, whereby the shareholders vote in advance on the maximum amounts of compensation for the respective governing bodies for the upcoming business year (prospective vote). If variable remuneration is approved prospectively, the remuneration report must be submitted for a consultative vote.

According to the revised SCBP, the board may link variable remuneration to specific compliance and other sustainability objectives. Furthermore, the remuneration system should be designed in such a way that total compensation is reduced if certain objectives are not achieved (“malus”). The remuneration system may also include a provision in the contracts with top executives that, beyond the legal requirements, reserves the right to claw back compensation that has already been paid under certain conditions (“claw-back”).

Specific types of executive benefits and compensation – such as loans, credits and pension benefits outside the occupational pension scheme – require an explicit basis in the company’s articles of association. This also applies to the maximum terms and notice periods for service or employment agreements with members of the board or the executive management. In any event, notice periods or fixed contract terms exceeding one year are not permitted.

Certain types of compensation– eg, sign-on bonuses that do not compensate for an actual financial disadvantage, non-statutory severance payments (“golden parachutes”), undue advanced compensation (“golden hello”) or certain types of transaction bonuses – are not allowed. The payment or receipt of such impermissible compensation is punishable by imprisonment and fines.

Special Requirements During Public Bids

Following the launch of a public takeover offer, any amendments to executive agreements with executive management members may qualify as defensive measures and as such may not be altered subject to the approval by the shareholders’ meeting and a review and approval by the TOB. Even in a pre-bid phase, the TOB may, as case law demonstrates, declare changes to agreements of executive management null and void if fundamental principles of company law – in particular, the duty to act in the company’s best interests – are disregarded.

Disclosure of Payments to Directors/Officers

Privately held companies are not required to specifically disclose the remuneration, fees or benefits payable to their directors and executive management. For listed companies, however, Swiss company law requires the disclosure of the respective aggregate remuneration amounts for both the board and the executive management, the total compensation of each of the board members as well as the highest total compensation among the members of executive management. All this information is to be disclosed in a separate audited compensation report to the shareholders and the information on remuneration must also be publicly disclosed in the annual report, including the amount, structure, and components of compensation.

The SIX Directive Corporate Governance extends the above-mentioned requirement to all issuers with a primary listing at the SIX Swiss Exchange (ie, with no other main listing) whether incorporated in Switzerland or not. In addition, it requires disclosure of information on the basic principles and elements of compensation and share-ownership programmes as well as of the method of their determination.

For regulated entities (ie, banks, insurances, funds and branches thereof) FINMA has issued rules in its circular “Remuneration Schemes”. These rules contain the basic principles and general elements of compensation with regard to all employees, directors and officers of the company. However, implementation of these rules is only compulsory for larger banks and insurance companies.

Consequences for Non-Compliance

If remuneration is paid without proper shareholder approval, the excess amounts can be reclaimed by the company, and the board members or executives may be held personally liable for breaching their statutory duties under the CO. In addition, for regulated entities such as banks and insurers, FINMA may impose supervisory measures, including fines, sanctions, or restrictions on directors or officers involved.

The shareholders’ meeting is the supreme body of a company. The shareholders are entitled to elect and remove the board members and the statutory auditors. Shareholders exercise their control by electing the board members and by deciding on matters which are within their competence (see 2.2 Types of Decisions).

Swiss company law grants shareholders a variety of rights, which can be categorised into (i) participation and (ii) property rights. These include the right to information and inspection as well as the right to determine dividends. The SCBP emphasises the importance of providing comprehensive information to shareholders to enable them to exercise their rights on a fully informed basis.

Swiss companies maintain a share register, which records the name, address, and the number of shares held by each registered shareholder. However, this list of shareholders is neither available to the shareholders nor to the public. Listed companies must, however, disclose significant shareholders holding 3% or more of voting rights, pursuant to the FinMIA disclosure rules. Such notifications are published through the relevant stock exchange disclosure platform (see 4.5 Shareholders in Publicly Traded Companies).

In addition, stock corporations (Ltd.) not listed on a stock exchange, as well as limited liability companies (LLCs), must maintain an internal register of ultimate beneficial owners (UBOs), ie, the persons controlling a stake of more than 25%; this register is likewise not publicly accessible.

By statutory law, the management of a company is entrusted to the board of directors and the executive management. Consequently, shareholders are not supposed to be involved in the management of the company (for their competencies, see 2.2 Types of Decisions). Shareholders may, however, try to exert pressure and thus indirectly influence the decision-making process and actions of the board – for example:

• by formally requesting additional information or a non-binding vote in a shareholders’ meeting on a specific issue that falls within the competence of the board; or
• by threatening or bringing removal motions relating to certain board members, or through shareholders’ claims against the company to protect their rights, or against liable directors or officers to penalise non-compliance with statutory duties and to recover damages.

Ordinary and extraordinary shareholders’ meetings are a core element of corporate governance in Switzerland. The ordinary shareholders’ meeting has to take place either – physically, virtually, or in a hybrid form – once a year within six months of the end of the financial year. The in-person meeting may also be held abroad if explicitly provided for in the articles of association and if the chosen venue does not make it unreasonably difficult for shareholders to exercise their rights. Provided that the interventions of the participants are broadcast to all venues, it is also possible to hold a shareholders’ meeting simultaneously at several venues in Switzerland and/or abroad.

At a hybrid shareholders’ meeting, shareholders who are unable to attend the meeting in person may exercise their rights electronically. It is further possible to hold shareholders’ meetings entirely virtually without an in-person meeting, provided that the articles of association contemplate this format.

Further, extraordinary shareholders’ meetings may be convened as and when required.

Convening a Meeting

In general, the board of directors convenes the shareholders’ meeting. In order to validly hold a shareholders’ meeting, the notice convening the meeting must be given at least 20 days before such meeting date. Further, shareholder(s) of a listed company may request the convening of a shareholders’ meeting, provided they hold at least 5% of the share capital or the voting power. In privately held companies, shareholder(s) holding at least 10% of the share capital or the voting power can request a shareholders’ meeting.

The notice must include the agenda items and the motions of the board of directors, and, if any, of the shareholders who have requested an extraordinary meeting to take place or solely requested an item to be placed on the agenda. These formal invitation rules may be disregarded in the case of a universal meeting, where all shareholders or representatives of all company shares are present.

Shareholder Participation

Shareholders are entitled to participate and exercise their rights personally or by a proxy. Shareholders of listed companies may also authorise an institutional proxy, the so-called independent proxy. Such an independent proxy needs to be elected by the shareholders’ meeting and has to exercise the voting rights granted by the shareholders in accordance with their respective instructions. The independent proxy must keep the voting instructions of shareholders confidential.

Under Swiss company law, D&O liability actions may be brought against the members of the board and executive management by:

• the company;
• the shareholders; and
• in the event of the company’s bankruptcy, the company’s creditors (see 3.8 Breach of Directors’ Duties).

FinMIA requires that the beneficial owners who, directly or indirectly or acting in concert with third parties, acquire or sell equity securities (shares, any kind of rights to buy or sell including options or other financial instruments) of a Swiss-listed company (or a foreign company primarily listed on a Swiss stock exchange) must notify the company and the stock exchange within four trading days if their holdings reach or cross any of the following voting rights thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 33.33%, 50% or 66.66%. Within two additional trading days, the company must publicly disclose to the market any reports it has received concerning such significant shareholdings. A potential revision under consideration includes increasing the minimum threshold from 3% to 5%.

All Swiss companies are obliged to prepare an annual report with the annual accounts, composed of the balance sheet, the profit and loss statement, and the notes to the accounts. Larger companies must additionally draw up a cash flow statement and a management report. In general, the annual report must be made available to the company’s shareholders. In private companies, however, it does not have to be disclosed to the public.

SIX-listed companies must publish (by ad hoc announcement) audited annual reports and unaudited half-yearly interim financial reports in accordance with International Financial Reporting Standards or, where permitted within the respective trading segment, with alternative recognised accounting standards (such as US GAAP or Swiss GAAP-FER).

In contrast to privately held companies, listed companies and their shareholders have to fulfil certain reporting and disclosure requirements provided for by the SIX Listing Rules, starting with a duty to disclose significant shareholdings (see 4.5 Shareholders in Publicly Traded Companies). Further requirements include the following.

Ad Hoc Publicity

As a rule, a listed company must immediately disclose to the market any non-publicly known, price-sensitive facts that arise in connection with its business. A fact is considered price-sensitive if its disclosure is likely to cause a significant change in market prices and influence a reasonable market participant’s investment decision (ex ante determination). A price change is deemed significant if it substantially exceeds the usual price fluctuations.

The SIX Listing Rules and the SIX Directive on Ad Hoc Publicity were partially revised in 2021, with the following main changes:

• the new regulations repeal the practice of per se price-sensitive information and leave the determination of whether information is price sensitive to the issuer (other than for the annual and interim reports);
• ad hoc announcements containing price-sensitive information must now be flagged as such (“Ad hoc announcement pursuant to Article 53 SIX Listing Rules”) and be made separately available and easily identifiable on the issuer’s website; and
• additionally, issuers are required to implement adequate and transparent internal rules or processes to ensure the confidentiality of price-sensitive facts whose disclosure has been postponed.

Information on Management and Control Mechanisms

The SIX Directive Corporate Governance requires SIX-listed issuers to include in their annual report a separate corporate governance section concerning important information on the management and control mechanisms at the highest corporate level. Although information on remuneration is compulsory (see 3.10 Payments to Directors/Officers), other broad categories of information – such as group and capital structure, board of directors, auditors, shareholder participation rights, change of control or defence measures, and information policy – may be dealt with in accordance with the principle of “comply or explain”.

Management Transactions

The SIX Directive on the Disclosure of Management Transactions imposes obligations on listed issuers to disclose any buy-or-sell transactions concluded by their directors and members of the executive management (including related parties) in the respective issuer’s equity securities or financial instruments. Each issuer has to ensure that its board members and executive management report each management transaction to the issuer within two trading days. The issuer has to publish the notified transaction via the SIX electronic reporting platform for the disclosure of management transactions within three trading days following such notification; the report will be shown without mentioning the individual’s name.

Swiss companies must file relevant corporate information and any changes thereto with the competent cantonal commercial registry. This includes amendments to the articles of association, such as a change to the corporate purpose, the capital structure, share transfer restrictions, and appointments to the board, as well as changes to other authorised signatories.

This information is publicly available from the competent commercial registry and filings must be made upon occurrence and are also published electronically in the Swiss Official Gazette of Commerce.

Unregistered changes are not effective vis-à-vis third parties.

The commercial register has formal supervisory powers. It reviews whether filings comply with mandatory legal requirements and may refuse non-compliant registrations.

Swiss companies, may be affected by anti-money laundering rules, but the Swiss Anti-Money Laundering Act (AMLA) and the related ordinances applies primarily to financial intermediaries (such as banks, asset managers, and insurers). The key obligations include:

• customer due diligence (KYC) and identification of the UBO;
• ongoing monitoring of transactions;
• record-keeping; and
• duty to report suspicious activities to the Money Laundering Reporting Office Switzerland (MROS).

Based on its non-transferable and inalienable duties, the board is required to ensure effective oversight of AML compliance. This includes the implementation of appropriate risk management systems, internal controls and compliance functions.

For regulated entities, supervisory expectations require boards to take an active role in overseeing AML risks, integrating them into the broader risk management and internal control system.

Directors may personally face civil liability under the CO if they fail to implement or supervise adequate AML systems. Potential consequences include liability for damages, regulatory sanctions (for regulated entities), as well as criminal liability in serious cases. The liability risk is particularly high where the board fails to implement or supervise adequate AML controls.

Depending on the size of the entity, a company has to submit its accounts and financial statements to an ordinary (ie, full) audit or a limited audit. No audit requirement exists for smaller companies with less than ten full-time employees, if their shareholders unanimously resolve to opt out of the audit requirement.

An ordinary audit of the annual accounts, and, if applicable, the consolidated accounts, is required for the following companies:

• listed companies that trade their shares at a stock exchange, have bonds outstanding, or contribute at least 20% of the assets or of the turnover to the consolidated accounts of a listed company;
• companies that exceed two of the following thresholds in two consecutive financial years – a balance sheet total of CHF20 million, sales revenue of CHF40 million, and/or 250 full-time positions on annual average;
• companies that are required to prepare consolidated accounts;
• where the company’s shareholders who represent at least 10% of the share capital so request; or
• where the articles of association provide for it or the shareholders’ meeting decides that the annual accounts are subject to an ordinary audit, even if the law does not require it.

Auditors are accountable and may be liable to the company and to the shareholders and creditors for losses arising from any intentional or negligent breach of their duties.

Swiss financial reporting rules require that companies or groups of companies subject to an ordinary (full) audit (see 6.1 External Auditors) undergo a review (to be confirmed by the auditors) regarding the existence of an appropriate internal control system. There are, however, no statutory requirements for the specific establishment and effective organisation of the internal control system. This responsibility lies with the board of directors. An exception applies to banks and private insurance companies, for which FINMA has set forth specific requirements regarding risk management and internal controls in the relevant circulars (“Corporate Governance – banks” and “Corporate Governance – insurers”, respectively).

Such companies additionally have to report on the company’s risk assessment process and the identified material risks in the management report accompanying the annual financial statements. These provisions should ensure that the corporate risk of medium-sized and large enterprises is regularly monitored and analysed. The ultimate responsibility lies with the board of directors, which has to evaluate material business-related risks in a forward-looking and systematic manner.

In addition, the SCBP recommends that the board should provide internal control and risk management systems that are suitable for the company; it should encompass risk management, compliance and financial monitoring. In addition, the effectiveness of the internal control system should be assessed by an internal audit.

According to the Swiss Corporate Social Responsibility Action Plan, the Swiss government’s approach focuses on:

• sensitising domestic companies to ESG;
• offering support to companies seeking to address relevant issues;
• promoting transparency; and
• establishing best practices based on international standards.

At the same time, recent ESG-related legislative changes have been introduced, aligning with international legislative developments.

Gender Representation on the Board of Directors and in the Executive Management

Swiss-listed companies exceeding two of the following thresholds in two consecutive financial years – a balance sheet total of CHF20 million, sales revenue of CHF40 million, and/or 250 full-time positions on annual average – are required to implement certain gender quotas for the board of directors (at least 30% of each gender) and the executive management (at least 20% of each gender) under the “comply or explain” concept (Article 734f, CO).

The threshold is calculated at group level. Any company that fails to meet the mentioned requirements must disclose the reasons for missing the quotas in its remuneration report, along with the actions that are being taken to improve the situation. Privately held stock corporations may voluntarily adhere to the gender quotas (opt-in). The quotas are subject to multi-year conformance periods (2026 for boards of directors and 2031 for executive management) but in practice significant changes in the composition of boards and senior managements are already underway.

Disclosure Obligations Relating to Raw Material Companies

The provisions regarding transparency for raw material companies have been in force since 1 January 2021, and require major companies (ie, those which have to undergo an ordinary audit by law) to issue an annual report on payments made to state bodies, provided they are engaged, either directly or through a controlled entity, in the extraction of minerals, oil or natural gas, or in the harvesting of timber in primary forests (Articles 964d–964i, CO).

Non-Financial Reporting Obligations

As of 1 January 2022, the Swiss Parliament implemented new rules regarding “transparency on non-financial matters” encompassing new respective reporting obligations for non-financial matters (Articles 964a–964c, CO).

The reporting obligations apply to Swiss “companies of public interest”, ie, Swiss-listed companies and certain FINMA-supervised financial institutions – if they meet certain thresholds on annual average in two successive financial years:

• regarding the number of employees (at least 500 FTE); and
• with either a balance sheet total exceeding CHF20 million or revenues exceeding CHF40 million.

If within scope, the respective companies have to report on the risks of their business activities in the areas of the environment (in particular, CO₂ targets), social concerns, labour concerns, human rights and the fight against corruption, as well as on the measures taken against these risks. Violations of these reporting duties are punishable by criminal sanctions (fines). The rules are largely based on known international provisions, such as the EU “Non-Financial Reporting Directive” (Directive 2014/95/EU) concerning non-financial reporting.

In order to further specify the environmental aspects of the reporting obligations on non-financial matters, on 23 November 2023, the Swiss Federal Council adopted the Implementing Ordinance on Climate Disclosures, which entered into force on 1 January 2024. The Ordinance provides for the mandatory implementation of the internationally recognised recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). Qualifying Swiss companies must report on:

• the financial risk that a company incurs through climate-related activities; and
• the impact of the company’s business activities on the climate and the environment.

Due Diligence and Disclosure Obligations Regarding Minerals and Metals from Conflict-Affected Areas and Child Labour

Swiss companies dealing with conflict minerals or involving child labour must further comply with special and far-reaching due diligence and reporting obligations (Articles 964j–964l, CO). In particular, the due diligence and reporting obligations in the supply chain arise if a company:

• imports minerals or specific metals containing tin, tantalum, tungsten or gold from conflict-affected and high-risk areas into or processes them in Switzerland; or
• offers products and services in relation to which there is a reasonable suspicion that they have been manufactured or provided using child labour.

Companies must implement an adequate management system and stipulate their supply chain policy and a system by which the supply chain can be traced, in order to identify and assess the risks of harmful impacts in their supply chain. In addition, these companies must draw up a risk management plan and take measures to minimise the risks identified. The report on the company’s compliance with the due diligence obligations must be approved and signed by the board of directors and the board must ensure that the report remains publicly available for at least ten years.

The Federal Council has additionally issued an Implementing Ordinance on Due Diligence and Transparency for Minerals and Metals from Conflict-affected Areas and Child Labour (DDTrO), which also entered into force on 1 January 2022.

Reporting Obligations on Wage Inequality

In July 2020, the Federal Act on Gender Equality was modified to include reporting obligations on wage inequality. In broad terms, companies with 100 or more employees are required to complete an equal-pay analysis every four years. The analysis must be audited by an independent, approved third party. The results of the analysis must be shared with the workforce and, if the company is listed, with its shareholders (in the appendix to the annual report).

Private Sector ESG Disclosure Directives and Initiatives

There are several initiatives from the private sector, such as from the Swiss Bankers Association, which has declared sustainable finance as one of its strategic priorities. Among other things, this led to the development of guidelines for the advisory process for private clients. In addition, certain Swiss proxy advisors have developed corporate governance and responsibility guidelines in connection with their voting guidelines.

Consequences of inadequate reporting and general prohibition of “greenwashing”

Inadequate or false reporting under the non-financial/ESG reporting can result in fines up to CHF100,000 (Article 325ter of the Swiss Criminal Code), with negligent breaches punishable up to CHF50,000.

Additionally, the greenwashing prohibition (Article 3 paragraph 1 lit. x of the Swiss Unfair Competition Act) forbids any unverified climate-related claims, applying to all companies irrespective of whether or not they are subject to the non-financial/ESG reporting duties under the CO.

Switzerland has recently seen material shifts towards mandatory ESG reporting, driven both by domestic initiatives and alignment with EU standards. The CO requires large companies to disclose ESG-related information, particularly on environmental, social, human rights, and anti-corruption matters in their annual report. A climate reporting ordinance requires companies to disclose climate risks and opportunities, aligned with international frameworks such as TCFD (see 7.1 ESG Requirements).

In the broader EU context, the Omnibus-I Amendment Directive to the CSRD and CSDDD (Directive (EU) 2026/470) was published in the Official Journal on 26 February 2026 and entered into force on 18 March 2026. It introduces simplifications in sustainability reporting and due diligence obligations. Although Swiss companies are not automatically subject to these EU rules, many Swiss companies may be affected where they fall within the territorial scope of the relevant EU legislation or operate through EU subsidiaries. In addition, Swiss authorities are reviewing whether, and to what extent, domestic ESG legislation should be adapted in light of these European developments (see 7.1 ESG Requirements).

In particular, on 1 April 2026, the Swiss Federal Council opened the consultation on a proposed new Federal Act on Sustainable Corporate Governance (NUFG), which is closely aligned with the CSRD and CSDDD as amended by the Omnibus Directive. The proposed Swiss reform reflects the current international trend towards recalibrating ESG regulation: maintaining mandatory sustainability reporting and due diligence, but focusing the scope on larger companies and reducing administrative burdens.

Switzerland currently has no AI-specific legislation imposing explicit board-level governance requirements. Instead, AI oversight is addressed through existing, technology-neutral corporate governance and regulatory frameworks. However, boards must oversee AI-related risks under their general duties of care, risk management, and supervision.

Switzerland is closely monitoring developments such as the EU AI Act, and companies are increasingly aligning with international AI governance standards.

Switzerland currently has no AI-specific legislation.

Liability arises under general corporate and civil law. Board members may be liable for breaches of their duty of care, in particular for inadequate organisation, supervision or risk management relating to AI. Regulatory enforcement is possible where specific laws (eg, relating to data protection) are breached.

There are currently no AI-specific disclosure requirements in Switzerland.