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 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

Ordinance Against Excessive Remuneration in listed companies: full text (in German)