The law of public limited companies will be upgraded. After the National, the state Council has set Thursday as the final touch to a great reform that includes a boost in the presence of women at the top of large listed companies.
Thresholds for women were provided to the directorates and boards of directors. Companies will need to achieve at least 30% of women on the boards of directors and 20% in the directions, but no sanction is provided.
The approximately 250 companies potentially affected will simply have to explain if they have not reached the goals set. They will have five years to reach this side of the board of directors and ten years for the management.
Even if this topic has been specifically publicized, businesses will be especially affected by the other changes brought in by modernising the legal framework that dates from 1991. The Parliament has struggled for nearly four years on the proposals of the federal Council, and it took a conference of conciliation to eliminate the last discrepancies. The Council of States has adopted its proposal by 41 votes and 3 abstentions.
A component of reform anchor in the law the requirements of the initiative against rip-off salaries. The provisions are far less than the text accepted by 67.9 per cent of the Swiss in 2013, which is already applied by way of order.
The shareholders will still be able to provide bonus for members of the higher courts, but in this case, they will afterwards vote in an advisory capacity on the remuneration report. The compensation paid to former members of the management bodies of an enterprise shall be prohibited.
It will be possible to decide in advance of an additional compensation for the new members of the management. The remunerations paid in the event of a change of control and within the framework of agreements cancellation will also be allowed.
In listed companies, the shareholders will not be able to be represented by a member of an organ of the company to the general meeting. It will be held abroad, if the articles so provide. The situation of the place must not compromise the situation of the shareholders.
The terms and conditions of the voting instructions have also been clarified. The independent representative will be obliged to treat it as confidential until the next annual meeting. It may, however, provide the company with general information on the instructions received earlier than three days before the meeting.
No shares of loyalty
The rest of the review will facilitate the foundation of a society and the change in the capital. A margin of fluctuation of the capital may be introduced and it will be a tax-privileged.
Companies will be able to finally provide for a capital stock in a foreign currency. But the federal Council will define the currencies allowed. The exchange rate should be mentioned in the constitutive act.
The rights of shareholders very much in the minority of publicly traded companies will be strengthened. They only hold 0.5% of the capital stock instead of 3% to register a subject on the agenda of a general meeting. The companies will also not distribute shares of loyalty for the benefit of the shareholders of the faithful for more than two years.
Corruption and raw materials
Another component of the reform aims to fight against corruption in the raw materials sector. The publicly-traded companies engaged in the extraction (minerals, oil, gas, forests) will be required to prepare an annual report on payments made in favour of governments. The federal Council may provide also for the trading companies.
These measures are independent of the counter-proposal that the Parliament has concocted to get in the way of the popular initiative for multinational companies responsible. The National has extracted this component of the reform.