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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
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Contact us
Managing Director, People and Organisation, PwC Switzerland
Tel: +41 79 734 06 68
