Executive compensation advisory
In this section, you will find practical information and links
Swiss Company Law
The Swiss Company Law impacts the area of executive compensation for companies listed on the Swiss Stock Exchange (SIX)
Effective January 2024, the Ordinance Against Excessive Compensation in listed companies (OaEC / Vegüv / ORAb) was repealed and integrated in the revised Swiss Company Law with a few amendments. Key points:
- Prohibition of severance payments, non-market or unjustified non-compete, compensation in advance, commissions for acquisitions or divestitures of companies, representation by the company proxy or by a depository institution
- Obligation to publish an annual compensation report
- Binding Say-on-Pay vote
The Swiss Company Law is part of Division Three of The Code of Obligations which can be accessed online here (full text, in English; the language can be switched to German, French or Italian)
SIX Requirements
The Swiss Corporate Law impacts the area of executive compensation for companies listed on the Swiss Stock Exchange SIX Stock-Exchange regulation requirements.
The Directive on Information relating to Corporate Governance (DCG) of SIX Exchange Regulation, as well as the various circulars and communiqués, provide information on disclosure about Corporate Governance, including disclosure around compensation and shareholding programmes for members of governing bodies (Board of Directors, Executive Committee, Advisory Board).
The SIX Swiss Exchange Regulation disclosure requirements related to compensation cover information about
- Disclosure of the process of determination of compensation
- Disclosure of the substance of the compensation programmes
- Disclosure of the method of calculations for remuneration disclosed
The main SIX Swiss Exchange Regulation documents can be found here
Directive on Information relating to Corporate Governance (DCG), dated 29 June 2022
Guideline on the DCG, version as of 1 January 2025
Swiss Code of Best Practice
economiesuisse has published a Code of Best Practice for Corporate Governance. While this code is not legally binding, companies are expected to comply with them as a matter of good business conduct.
FINMA Circular
The Swiss Financial Market Supervisory Authority (FINMA) uses circulars to explain how it applies financial market legislation in carrying out its supervisory duties. The circular 2010/01 “Remuneration schemes” sets the minimum standards for remuneration schemes of financial institutions.
Proxy Advisors
Proxy Advisors play an increasingly influential role in shaping shareholder and investor perspectives. They assess your compensation report and issue voting recommendations on AGM items, including Say-on-Pay resolutions.
Understanding their approach and maintaining a proactive relationship is essential. Many have published guidelines on corporate governance and executive pay, which should inform both the design of remuneration programmes and related disclosures.
Major international Proxy Advisors
ISS publishes a European Policy guideline and uses their own pay-for-performance methodology to assess the link between pay and performance of large companies.
Glass Lewis publishes policy guidelines for continental Europe and for Switzerland.
Swiss Proxy Advisors
Ethos publishes proxy voting guidelines and corporate governance principles.
Inrate publishes voting guidelines (in German)
