Revision of stock corporation law

New company law comes into force on January 1, 2023. In our blog, we will inform you in three parts about the most important innovations and changes. You can find the first part here. The following second part deals with innovations regarding gender guidelines and sustainability reporting as well as the strengthening of shareholder and minority rights.

Gender benchmarks and sustainability reporting

A key element of the new company law is the promotion of the ecological and social responsibility of Swiss companies. Listed companies must comply with gender quotas of at least 30% on the Board of Directors and 20% on the Executive Board. If these quotas are not achieved, the company must justify why the genders are not sufficiently represented and explain what measures are being taken to promote the insufficiently represented gender. In future, large public interest entities that have at least 500 full-time employees on an annual average must prepare an annual sustainability report. In this report, companies must account for environmental issues, in particular CO2 targets, social issues, employee issues, respect for human rights and the fight against corruption. Furthermore, there are various additional regulations for raw materials companies and if there is reasonable suspicion of the use of child labor.

Strengthening shareholder and minority rights

Another point in the revision of company law is the strengthening of shareholder and minority rights for shareholders of private, unlisted SMEs. Shareholders who hold at least 10% of the capital can now ask the Board of Directors questions at any time, not just at the Annual General Meeting, and the Board of Directors must answer these questions within four months. Furthermore, shareholders who hold at least 5% of the capital now have the right to inspect the company's books without authorization from the Annual General Meeting, provided this is necessary for the exercise of shareholder rights and subject to the interests of the company that require protection. Finally, the threshold for placing items on the agenda of the Annual General Meeting and for convening an Extraordinary General Meeting was lowered from 10% to 5%.

Conclusion

The revision of company law is urgently needed to modernize the aging Swiss stock corporation law. There are exciting opportunities for Swiss companies and some administrative adjustments need to be made. In particular, articles of association, regulations and contracts must be adapted to the new law within two years, i.e. by January 1, 2025. We are happy to answer any questions you may have and look forward to supporting you with the transition.