Salärgovernance und neues Aktienrecht

In determining the compensation of directors and top management, the board of directors of public companies is faced with a structural conflict of interest. The aim to mitigate this conflict through an appropriate design of the procedure forms the essence of the say-on-pay rules introduced by the Swiss electorate in a public vote in 2013 and implemented on a transitional basis in the Ordinance against Excessive Compensation in Listed Companies. As part of the revision of Swiss stock corporation law passed in June 2020, the provisions of the Ordinance will be transferred into the Code of Obligations with certain adjustments. This article deals with the provisions on executive compensation under the revised law. First, an overview of the new provisions will be presented. This is followed by some comparative law references. Then, selected aspects of the rules on executive compensation are discussed in more detail. Our analysis concludes that the revised law pragmatically implements the…