Corporate Compliance Regulations in Switzerland

Legislation on corporate compliance in Switzerland

All Swiss companies are required to follow a certain conduct in their business activities. In order to do that company managers create internal corporate compliance regulations which are meant to ensure the company respects all the legal requirements imposed by the Swiss Commercial Law. Besides the internal corporate compliance regulations, the Swiss legislation comprises several other regulatory frameworks related to corporate governance. Among these are:

• -          the Swiss Civil Code,
• -          the Federal Act on Mergers, Demergers, Transformations and Transfer of Assets,
• -          the Federal Act on the Approval and Supervision of Auditors,
• -          the Swiss Criminal Code.

Companies are also required to respect the provisions related to corporate compliance established by the Articles of Association. Our Swiss lawyers can help you prepare the bylaws for company registration.

Corporate governance codes in Switzerland

Switzerland has not created a specific and binding corporate governance code. However, the Swiss Government has issued a code for companies listed on the Stock Exchange which serves as guideline to the management of a company. The Swiss Code explains the following:

• -          how Swiss shareholders should exercise their rights,
• -          what the functions, procedures and independence requirements of the board of directors are,
• -          the duties of the board of directors’ chairman,
• -          how conflicts should be dealt with,
• -          how to establish an internal control system.

The Swiss Code on corporate compliance was last revised in 2014.

Accounting and audit requirements in Swiss companies

The board of directors of the Swiss companies is in charge with setting up an internal control system in order to monitor and address any financial operation. The internal control system will contain all the measures taken to evaluate the company’s financial risks. These measures must be stated in the Swiss company’s annual financial statements.

All Swiss listed companies must have their accounts audited. There are two types of audits that can be performed in Switzerland: ordinary or limited audits. Determining the type of audit required depends on the company’s size, listing and the obligation or preparing consolidated financial statements.

For complete information about corporate compliance regulations you can contact our law firm in Switzerland.