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Ordinance against excessive remuneration in listed companies

The Ordinance Against Excessive Compensation in listed companies (OaEC / VegüV) has impacted the area of Executive Compensation for companies listed on the SIX Swiss Exchange:

  • Prohibition of certain forms of remuneration, such as golden handshakes and golden parachutes
  • Compensation principles as integral part of the Articles of Association
  • Compensation disclosure in a separate Compensation Report subject to an audit by the external auditor
  • Yearly and binding shareholder vote on remuneration of Executives (Say-on-Pay)

The Ordinance came into effect as of 1 January 2014:

  • Prohibition of severance payments, compensation in advance, commissions for acquisitions or divestitures of companies, representation by the company proxy or by a depository institution
  • Delegation of the management of the company only to natural persons
  • Criminal provisions in force

As of the annual general meeting (AGM) 2014:

  • Individual election, for a duration of one year, of the members of the Board of Directors, the Chairman of the Board of Directors and the members of the Compensation Committee
  • Appointment of the independent voting rights representatives

Until 1 January 2015:

  • Obligation for pension funds to exercise their voting rights

As of the annual general meeting (AGM) 2015:

  • Articles of Associations aligned with the provisions of the Ordinance
  • Compensation Report is in place as per the Ordinance
  • Indirect e-voting
  • Binding Say-on-Pay vote on the compensation of Executives

Until 1 January 2016:

  • Adjustment of the employment contracts of the members of the Board of Directors and the Executive Committee to the new provisions of the Ordinance

Contact us

Agnes Hoevenaars-Blust

Agnes Hoevenaars-Blust

Managing Director, PwC Switzerland

Tel: +41 58 792 18 50

Angela Bucher

Angela Bucher

Director, People and Organisation, PwC Switzerland

Tel: +41 58 792 43 16