SWIPRA SERVICES AG

AGMs 2023 and beyond – Ready for your stakeholders’ expectations?

Zurich, February, 2023 – The first post-Corona physical AGM season will require Boards to take important decisions with respect to shareholder interaction, compensation arrangements and stakeholder dialogue.

The amended Swiss corporate law will require approvals of updated Articles of Association, and while many of the proposed changes just reflect regulatory necessities, proposals concerning virtual AGMs, or the capital band (replacing the authorized capital) leave companies room for choice. These items thus require transparent communication and explanations of the decision taken to avoid misconceptions at AGM votes.

Compensation will remain in the spotlight. The economic impacts from the pandemic and the geopolitical turmoil leave Boards with the obligation to ensure that the income gap between management and employees does not grow any further. Boards should use this opportunity to also reconsider whether existing compensation structures still serve the purpose. Not least because companies so far do not explain well how long-term strategically relevant targets as well as their key stakeholders’ expectations are reflected in their pay policies. Companies should also pay attention to the revised Swiss Code of Best Practice in Corporate Governance (“Code”) that was recently published. With its integrated view on sustainability, the Code asks Boards to take shareholder and more general stakeholder views into consideration when taking strategic decisions. Aligned with international market developments of the recent past, the Code encourages Boards to engage regularly with their key share- and stakeholders. Together with the new level of transparency needed in view of the upcoming shareholder vote on the non-financial report in 2024, Boards are required to establish a solid stakeholder interaction that goes beyond a “classical” financial roadshow.

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