Minder Requirements

The Minder Initiative 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 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 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