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From the magazine SZW-RSDA 5/2017 | S. 564-575 The following page is 564

Salär-Governance

Zwischenbilanz und Lehren für die Aktienrechtsrevision

2017 was a special year for Swiss listed companies. Several compensation reports met fierce resistance from shareholders and proxy advisors, and in one case, a binding vote on executive compensation was rejected. The 2017 proxy season has shown that shareholders do not appreciate compensation models in which osten­sibly pay and performance are not related. Also, the season has shown that over-engineered compensation systems are not appreciated by shareholders. It is, however, difficult to devise a blueprint for the ideal com­pensation system as a result of the recent shareholder votes.

Independent of the most recent shareholder revolt, the Swiss Federal Council has published a measured proposal for a revised corporation law that to a large extent implements the current say on pay rules in­corporated in an ordinance. The provisions currently in force have partly been redesigned. Not all of the changes proposed by the Federal Council are necessary, but none of them constitute a wholly…

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