Ethos Foundation is satisfied that, in the future, the shareholders of Swiss listed companies will have rights with regard to board and executive remuneration. Both the Minder popular initiative and the parliamentary counter-project were pursuing the same objective. Ethos will now weigh in for the introduction of the most important provisions of the counter-project in the law of application of the initiative that will be elaborated by the Swiss parliament
Dominique Biedermann, Ethos' managing director, said: “we are pleased that, in the future, shareholders of Swiss listed companies will have rights with regard to board and executive remuneration”. According to the Ethos Foundation, the Swiss Parliament's indirect counter-project was globally better aligned with shareholder interests and more efficient than the popular initiative. Ethos however accepts the Swiss people's decision and will weigh in so that the most important provisions of the counter-project are included in the application law.
In particular Ethos will insist on:
· The introduction of a binding vote of the shareholders on the remuneration system described in a comprehensive manner.
· The possibility for shareholders holding 0.25% of the share capital to place an item on the agenda of the general meeting, in order to amend the remuneration system.
· The possibility to clawback remuneration deemed excessive with regard to the results achieved.
· The obligation for the independent representative not to vote on behalf of shareholders if not specifically instructed.
· The obligation for the companies to disclose the minutes of the general meeting within 20 days after the meeting, including the precise results of the votes.
· The obligation for the board of directors to draft an annual remuneration report that must be audited by the company's external auditor.