AGM Season 2024: Compensation motions and non-financial report

Managing Director, People and Organisation, PwC Switzerland

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The Top 100* Swiss listed companies in the spotlight: In this article, we provide an overview of the AGM 2024 voting outcomes and the Swiss proxy advisors’ voting recommendations on the compensation motions. Further, we shed light on the newly required vote on the non-financial report.

Each year during the AGM season, the dynamics of the Swiss corporate landscape and the vibrant nature of its market players become evident. Executive compensation is in the focus of investors, proxy advisors and the broader public – in midst of the recent challenges in the financial sector and the highly demanding macroeconomic environment, scrutiny of executive pay has been pronounced even more. Overall, we observed an increasingly critical voting behaviour on the compensation motions over the last years.

In terms of transparency on non-financial matters, this year marks the first AGM season requiring mandatory voting on the non-financial report. While there seem to be some diverging views on the implementation of the legal provisions in practice (e.g., consultative vs. binding and stand-alone vs. combined vote), it is expected that different approaches will converge and consensus will manifest in the upcoming AGM season.

Our downloadable overview provides information on the voting trends and highlights potential hot topics. Our goal is to provide you with valuable insights into the current Swiss market developments by updating this voting outcome overview on a regular basis.

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Key findings

Out of the top 100* Swiss companies, 40 have been analysed so far. The latest key findings are the following:

Consultative vote on the compensation report
Shareholders’ opposition remains high, with approval rates declining slightly year on year. Particularly, there are several companies with an approval rate (significantly) below the "red flag" threshold of 80%.
Binding votes on the compensation amounts
Although shareholders continue to express their dissent with executive compensation mainly via the consultative vote on the compensation report, they keep raising concerns via the binding compensation motions as well.
Vote on the non-financial report
The majority of companies have a stand-alone agenda item for voting, while only a few companies combine this vote with the vote on the annual report.
Proxy advisors’ voting recommendations
For all compensation motions, the support of the two Swiss-based proxy advisors Ethos and Inrate continues to be remarkably low. Regarding the non-financial report, Ethos recommends voting against it in nearly half of the cases, whereas Inrate typically recommends voting in favor.

_{* The SMI consists of the 20 largest Swiss listed companies (1-20) and the SMIM of the 30 next largest Swiss listed companies (21-50). Together, they form the SMI Expanded (1-50). The SPI50 is composed of the 50 next largest Swiss listed companies (51-100). The SMI, SMIM and SPI50 constitute the 100 largest Swiss listed companies (Top 100). Please note that a few Top 100 companies have multiple share classes listed (e.g., registered and bearer shares, or registered shares and participation certificates). Consequently, 27 companies are covered for the SMIM and 49 for the SPI50 in 2024.}