revised: swiss code of best practice for corporate … for corporate governance practices that...

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Revised: Swiss Code of Best Practice for Corporate Governance Are you ready?

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Page 1: Revised: Swiss Code of Best Practice for Corporate … for corporate governance practices that deviate from the recommendation of the “Swiss Code” The revised “Swiss code”

Revised: Swiss Codeof Best Practice forCorporate GovernanceAre you ready?

Page 2: Revised: Swiss Code of Best Practice for Corporate … for corporate governance practices that deviate from the recommendation of the “Swiss Code” The revised “Swiss code”

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The main changes• The concept of sustainable corporate

development is introduced as the cornerstone to safeguard the company interestsin a sustainable perspective

• The importance of diversity is emphasizedwith requirements on the composition ofthe Board of Directors

• Risk management includes also reputation-based risks

• Compliance gains more importance and acode of conduct is required

• Clear and regular communication betweenthe Board of Directors and shareholders isemphasized with enhanced transparencyrequirements

• Additional requirements are introducedrelated to compensation and the role of thecompensation committee

• Introduction of the “comply or explain”principle for corporate governancepractices that deviate from therecommendation of the “Swiss Code”

The revised “Swiss code”Since 2002, the “Swiss Code of Best Practicefor Corporate Governance”, also known asthe “Swiss Code”, provides companies withguiding principles for corporate governancein Switzerland.

As a result of various developments inthe past few years, the “Swiss Code“has been modified. In September 2014Economiesuisse presented the first revisedversion since 2007.

Page 3: Revised: Swiss Code of Best Practice for Corporate … for corporate governance practices that deviate from the recommendation of the “Swiss Code” The revised “Swiss code”

Your quick check list• Have you assessed the impact of the changes on your

organization?

• Do you have a Code of Conduct and does your compliance management system cover all relevant compliance risks?

• Have you developed a sustainability management framework?

• Is your risk management system considering the wider variety of risks your company is facing today?

• Have you reviewed your compensation system against best practice and increased transparency?

• Do you have an overview on the activities you have to “comply or explain”?

How EY can support youIf you have answered no to any of the above questions, get in touch with us. We can support you with:

• Corporate governance processes and structure analysis

• Code of Conduct and assessment of compliance management system and risk

• Sustainability management framework and risk assessment

• Compensation committee function review and compensation system assessment

• Internal and external corporate governance reporting review

• Corporate governance performance evaluation

Yes No

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Page 4: Revised: Swiss Code of Best Practice for Corporate … for corporate governance practices that deviate from the recommendation of the “Swiss Code” The revised “Swiss code”

Roger MüllerPartner FAAS Corporate Governance ServicesT: +41 58 286 33 96 E: [email protected]

Michael FaskePartner Fraud Investigation & Dispute Advisory ServicesT: +41 58 286 32 92 E: [email protected]

Justin SzwajaSenior Manager Human Capital, Talent & RewardT: +41 58 286 58 73 E: [email protected]

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This publication contains information insummary form and is therefore intended forgeneral guidance only. Although prepared withutmost care this publication is not intended to be asubstitute for detailed research or professionaladvice. Therefore, by readingthis publication, you agree that no liability forcorrectness, completeness and/or currentness willbe assumed. It is solely the responsibility of thereaders to decide whether and in what form theinformation made available is relevant for theirpurposes. Neither Ernst & Young Ltd nor any othermember of the global EY organization accepts anyresponsibility. On any specific matter, referenceshould be made to the appropriate advisor.