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The gender quota established by the revision of the stock corporation law led to long discussions in the two chambers of parliament and the introduction could only be decided in the conciliation procedure. The originally dismissive stance of the SVP, which wanted to reject the entire revision on the basis of the gender quota, was not capable of winning a majority. In future, listed companies are required to implement a gender distribution of 30% in the Board of Directors and 20% in the management. If these targets cannot be achieved, the annual remuneration report must include information on the reasons and measures taken to improve the situation. It remains to be seen what the effects of this sanction-free regulation will be in practice.Parliament has now decided that general meetings of Swiss companies may also be held abroad. In addition to holding the share capital in a foreign currency, shareholders’ rights may now also be exercised outside Switzerland. What was already considered permissible in the prevailing doctrine will in future be enshrined in law.

The two chambers of parliament agreed on the compromise that a general meeting may only be held abroad if the choice of the venue does not disadvantage shareholders in exercising their rights and a general meeting abroad is also provided for in the articles of association or all shareholders agree to such a venue. The prevention of a legal disadvantage is to be ensured by the fact that an independent proxy must be appointed by the board of directors (Art. 701b para. 1 E-OR). However, this applies absolutely only to listed companies (Art. 701b Paragraph 2 E-OR).In the end, no majorities were able to find the proposed loyalty shares. Although the basic idea of rewarding long-term shareholders and thereby achieving a broader planning horizon for the company was welcome, the resulting regulation was not well thought out enough. It was argued with approval that a longer-term holding period of shares does not necessarily have to do with loyal behaviour, but rather indicates a rather passive investment strategy. It would still be unclear to the company whether shareholders would also hold shares during bad times. Finally, the view prevailed that there is no objective reason to treat shareholders unequally.

For more information on the complete revision of the Swiss Code of Obligations, please refer to our previous article on the February 2020 revision.