Corporate Governance Comparative Guide

1 Legal and enforcement framework

1.1 Which legislative and regulatory provisions and codes of practice primarily govern corporate governance in your jurisdiction?

Corporate governance is governed by the following legislative and regulatory provisions and codes.

The Swiss Code of Obligations (Articles 620 and following) which governs stock corporations. These rules are partly mandatory and partly non-mandatory. They apply to private and listed stock corporations.

The Ordinance against Excessive Compensation in Listed Companies (Minder Ordinance) which, among other rules:

• introduces restrictions on several remuneration practices; and
• gives shareholders a binding say-on-pay vote on board and executive compensation, as well as the right to elect the chair of the board, the members of the compensation committee and the independent proxy.