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Corporate Governance Guidelines spell out how a Swiss company's board and management work together to ensure proper oversight and decision-making. These rules help companies meet the requirements of Swiss law, particularly the Code of Obligations and the Swiss Code of Best Practice for Corporate Governance.

The guidelines cover key areas like board composition, shareholder rights, risk management, and executive compensation. They serve as a practical roadmap for Swiss businesses to maintain transparency, protect stakeholder interests, and follow local regulatory standards. Companies listed on the SIX Swiss Exchange must create and publish these guidelines as part of their compliance obligations.

You need Corporate Governance Guidelines when your company grows beyond simple ownership structures or plans to list on the SIX Swiss Exchange. These guidelines become essential during major transitions like expanding the board, bringing in outside directors, or establishing new committees.

Swiss companies typically implement these guidelines during IPO preparation, after significant mergers, or when seeking institutional investors. They're particularly valuable when setting up audit committees, defining board responsibilities, or creating clear reporting lines between management and directors. Having them in place helps navigate regulatory requirements and builds trust with stakeholders, especially in regulated industries.

• Basic Guidelines: Core rules for smaller Swiss companies, focusing on board structure, voting rights, and essential oversight mechanisms.
• Listed Company Guidelines: Comprehensive versions meeting SIX Swiss Exchange requirements, including detailed disclosure policies and compensation rules.
• Family Business Guidelines: Tailored versions addressing succession planning, family member roles, and preserving family interests while maintaining professional governance.
• Regulated Industry Guidelines: Enhanced versions for banks and insurance companies, incorporating FINMA requirements and risk management protocols.
• Subsidiary Guidelines: Adapted versions for Swiss subsidiaries of international companies, balancing local requirements with parent company policies.

• Board of Directors: Approves and oversees Corporate Governance Guidelines, ensuring they align with Swiss legal requirements and company strategy.
• Executive Management: Implements the guidelines daily and reports to the board on compliance matters.
• Company Secretary: Drafts and maintains the guidelines, coordinates updates, and ensures proper documentation.
• Legal Counsel: Reviews guidelines for compliance with Swiss law and SIX Exchange regulations.
• Shareholders: Review guidelines during annual meetings and hold the board accountable for proper governance.
• Regulatory Bodies: Monitor adherence, particularly FINMA and SIX Swiss Exchange for listed companies.

• Company Structure: Gather details about board composition, ownership structure, and key committees.
• Legal Framework: Review Swiss Code of Obligations and SIX Exchange requirements if listed.
• Stakeholder Input: Collect feedback from board members and senior management on governance priorities.
• Industry Standards: Research governance practices common in your sector and among competitors.
• Risk Assessment: Map key business risks needing governance oversight.
• Document Generation: Use our platform to create customized guidelines that meet Swiss legal requirements.
• Internal Review: Circulate draft among key stakeholders for practical feedback before finalizing.

• Board Structure: Define composition, independence requirements, and term limits for directors.
• Shareholder Rights: Detail voting procedures, information access, and minority protection measures.
• Committee Framework: Outline responsibilities of audit, compensation, and nomination committees.
• Risk Management: Specify oversight procedures and internal control mechanisms.
• Compensation Policy: Include executive remuneration guidelines and approval processes.
• Disclosure Rules: Detail transparency requirements and reporting obligations.
• Conflict Resolution: Establish procedures for handling conflicts of interest.
• Compliance Framework: Reference relevant Swiss laws and regulatory requirements.

Corporate Governance Guidelines often get confused with the Environmental, Social and Governance (ESG) Compliance Framework, but they serve distinct purposes in Swiss corporate law. Let's examine their key differences:

• Scope and Focus: Corporate Governance Guidelines primarily address internal company management, board operations, and shareholder rights. The Environmental, Social and Governance Compliance Framework covers broader sustainability and social responsibility commitments.
• Legal Requirements: Guidelines are mandatory for SIX-listed companies and follow specific Swiss corporate law requirements. ESG frameworks are often voluntary but becoming increasingly important for investor relations.
• Implementation: Governance Guidelines require board approval and direct operational implementation. ESG frameworks typically need broader stakeholder engagement and ongoing monitoring across multiple departments.
• Reporting Structure: Guidelines focus on corporate structure and decision-making processes. ESG frameworks emphasize measurement and reporting of environmental and social impacts alongside governance matters.