Swiss Code of Best Practice

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The Swiss Code of Best Practice ( Swiss Code for short ) is a recommendation from 2002 by the Swiss umbrella organization for corporate governance , Economiesuisse , to all stock corporations that are listed on the Swiss Exchange . A new edition of the Swiss Code was published in 2008, with an appendix containing recommendations on compensation systems for the board of directors and management.

Since, in contrast to the guidelines for admission to the Swiss Exchange, the Swiss Code is not based on a corresponding law, the recommendations contained therein cannot be enforced through legal sanctions. However, since these have an influence on the creditworthiness of a company via Basel II , there is a "regulation by the market" - the credit market.

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The "Swiss Code" specifies requirements for the following areas of the Board of Directors and management :

  • Duties of the board of directors
  • composition
  • Working method and chairing the Board of Directors
  • Dealing with conflicts of interest and knowledge advantages
  • Chairman of the board of directors and management: staff unions and dual leadership
  • Internal control system
  • Board of Directors committees
  • Special conditions

Some of these points are explained in more detail below.

Duties of the board of directors

According to Article 716a of the Code of Obligations, the Board of Directors is responsible for non-transferable tasks.

  • Overall direction of the company
    Definition of the corporate strategy and arrangement of the measures necessary for implementation
  • Determining the organization
    If the management is delegated in whole or in part, the Swiss Code recommends that the majority of the board members should not be represented on the management.
  • Financial planning and control
    Permanent updating of a sufficiently forward-looking liquidity plan .

Personnel unions and dual leadership

In 2005 , a number of general assemblies opened for discussion, at which individual persons assumed a double mandate . Most noticeable was the Nestlé AGM , when Peter Brabeck was to become both Chairman of the BoD and CEO . In particular, the investment foundation Ethos recommended that the election be rejected.

The Swiss Code recommends that the majority of the board members should not belong to the management. Since the Board of Directors is also responsible for the overall supervision of the management according to Art. 716a (1) of the Code of Obligations, otherwise only self-regulation would take place. If the chairman of the board of directors and the chief executive officer (CEO) are the same, adequate control mechanisms should be established.

Board of Directors committees

The Board of Directors can delegate individual tasks to committees . The following committees have been established:

  • Audit Committee ( Audit Committee ) - the internal audit
  • Nominating committee (nomination Committee) - results in preliminary studies by the personnel composition of the VR. However, the nomination of a new candidate at the General Meeting must be made by the full Board of Directors.
  • Compensation Committee (Compensation Committee) - Developed principles for compensation (compensation) of the Directors and senior management.

However, all members of the Board of Directors are legally responsible.

Individual evidence

  1. ↑ s. Point e18 of the Swiss Code; Proposal "lead director" with the authority to convene board meetings

See also

Web links