Ahead of the Annual General Meeting on 12 May 2026, the Ethos Foundation reiterates its governance demands on Swatch Group and issues detailed voting recommendations for shareholders.
For several years, the Ethos Foundation has been calling for the renewal of the board of directors and a strengthening of governance at Swatch Group. Four of the seven current members (Nayla Hayek, Nick Hayek Jr, Marc Hayek and Daniela Aeschlimann) represent the majority shareholder, who holds 26.4% of the capital and 44.5% of the voting rights. The three members not affiliated with the Hayek Pool have, for their part, served on the board for 16 years (Jean-Pierre Roth), 21 years (Claude Nicollier) and 31 years (Ernst Tanner) respectively, which exceeds the 12-year limit set by Ethos for a member to be considered independent. The board of directors therefore has no truly independent members. Furthermore, the three Hayek family members also hold operational roles within the group, which goes against the principle of the separation of powers between management and oversight.
Over the past three years, Ethos has explicitly called for new independent members to be appointed to the board of directors, notably by speaking at general meetings (AGMs) that Swatch Group has continued to hold the fully virtual since the end of the COVID-19 pandemic. Ethos is pleased that one of its requests has been heeded: for the first time in 16 years, the board is proposing the election of an independent candidate in the person of Mr Andreas Rickenbacher. Furthermore, Swatch Group has agreed for the first time to hold a separate vote for the election of a representative of bearer shareholders, which will be reserved exclusively for this category of shareholders.
Real progress, but still insufficient
However, Ethos considers that these improvements remain insufficient and that Swatch Group’s practices still fall short of the governance standards expected of a listed company in which 75% of the capital is held by shareholders outside the Hayek pool.
It is against this backdrop that a minority shareholder (Greenwood, 0.5% of the capital) submitted several proposals to this AGM, including the nomination of Steven Wood as representative of bearer shareholders. In response, the board put forward its own candidate (Andreas Rickenbacher) and announced that it would accept only one representative of bearer shareholders.
“In order to improve governance and independence within the board of directors, Ethos will also support the election of Steven Wood,” explains Vincent Kaufmann, CEO of the Ethos Foundation. “This approach allows for the direct election of two new members not affiliated with the Hayek pool to a board of directors that has remained de facto closed to bearer shareholders for over 16 years. Whatever happens, Ethos will ask the board to propose new independent directors next year.”
The Ethos Foundation is convinced that a renewed board of directors, with sufficient independence and diversity of expertise, is an essential condition for the Swatch Group’s sustainable success. The board of directors must ensure that the group has the necessary strategic capacity to seize growth opportunities, particularly in key markets such as the United States or the Asian region. This growth must help preserve Switzerland’s industrial fabric, jobs, expertise and a network of local suppliers.
A serious risk for minority shareholders
For the time being, Ethos considers that Swatch Group’s governance poses a serious risk to minority shareholders and recommends voting against the discharge of the board of directors (item 2 on the agenda). At the AGM on 12 May, which will once again be held exclusively online, Ethos also recommends that shareholders vote against the sustainability report (item 1.2), against the remuneration of the members of the board of directors (item 4.1.2), against the variable (item 4.3) and total (item 4.4) remuneration of the members of the executive management, and against the re-election of the auditor PwC, which has held this mandate since 1992 (item 8).
However, Ethos recommends approving the six shareholder resolutions submitted by Greenwood, all of which aim to improve governance and defend the rights of minority shareholders. Ethos supports in particular item 9.3, which aims to separate the roles of Chairman of the board and CEO, as well as item 9.6, which calls for a return to a hybrid AGM format allowing for the physical presence of shareholders – two long-standing demands of the Ethos Foundation.
