SIX Exchange Regulation: Documentation for Swiss Listed Companies
SIX Swiss Exchange requires extensive governance, disclosure, and reporting documentation from listed companies. Here's what's required, common gaps, and how to review before publication.
SIX Swiss Exchange is one of Europe's leading stock exchanges, home to approximately 250 listed companies including global names in pharmaceuticals, banking, insurance, and luxury goods. SIX Exchange Regulation — the exchange's independent regulatory body — sets listing rules, disclosure obligations, and corporate governance standards that create substantial documentation requirements for every listed company.
Switzerland's corporate governance framework combines the Swiss Code of Obligations (CO), the Swiss Code of Best Practice for Corporate Governance (SCBP), and SIX Exchange Regulation's directives. Together, they create a documentation landscape that balances Swiss pragmatism with international investor expectations.
SIX Exchange Regulation: Key Directives
Directive on Information Relating to Corporate Governance (DCG)
The DCG requires listed companies to disclose detailed governance information in their annual report:
| Section | Required Disclosures |
|---|---|
| Group structure and shareholders | Operational group structure, significant shareholders (≥3%), cross-shareholdings |
| Capital structure | Share capital, authorised/conditional capital, changes in capital, shares, participation certificates, bonus certificates |
| Board of directors | Members (name, nationality, age), other activities, cross-involvement, election/term, internal organisation, areas of responsibility, information and control instruments |
| Executive management | Members, other activities, management contracts |
| Compensation, shareholdings, and loans | Content and method of compensation, compensation for current and former members, shareholdings |
| Shareholders' participation rights | Voting restrictions, statutory quorums, convocation of AGM, agenda, share register |
| Change of control and defence measures | Opting out/opting up provisions, change of control clauses |
| Auditors | Duration of mandate, fees (audit and non-audit), supervisory and control instruments |
| Information policy | How the company communicates with shareholders and the market |
Ad Hoc Publicity (Directive on Ad Hoc Publicity — DAH)
| Requirement | Documentation |
|---|---|
| Disclosure obligation | Immediate disclosure of price-sensitive information |
| Postponement | Documented decision to postpone disclosure with justification |
| Confidentiality measures | Documentation of measures to maintain confidentiality during postponement |
| Insider list | List of persons with access to undisclosed price-sensitive information |
| Push/pull system | Registration with SIX for ad hoc notification distribution |
Management Transactions (Directive on Management Transactions — DMT)
| Requirement | Documentation |
|---|---|
| Reportable persons | Board members, executive management, closely linked persons |
| Transaction reporting | All transactions in company securities reported within specified timeframe |
| Blackout periods | Documentation of trading restrictions before results announcements |
| Transaction register | Internal register of all management transactions |
Directive on Regular Reporting Obligations (DRR)
| Document | Deadline |
|---|---|
| Annual report | Within 4 months of fiscal year end |
| Semi-annual report | Within 3 months of the end of the first half-year |
| Significant shareholders disclosure | Within 4 trading days of crossing a threshold (3%, 5%, 10%, 15%, 20%, 25%, 33⅓%, 50%, 66⅔%) |
Swiss Code of Best Practice for Corporate Governance
The SCBP is not legally binding but sets governance expectations that listed companies are expected to follow on a "comply or explain" basis:
Board Documentation
| Document | SCBP Recommendation |
|---|---|
| Board charter | Written rules on board organisation, decision-making, and delegation |
| Board independence | Majority of board members should be independent; independence criteria documented |
| Board committees | Audit committee, compensation committee (mandatory under CO for large companies), nomination committee |
| Board self-assessment | Periodic evaluation of board and committee effectiveness |
| Succession planning | Documented succession planning for board and executive management |
| Board diversity | Targets for gender representation (CO Article 734f: 30% board, 20% executive management for large listed companies) |
Compensation Documentation
The Swiss Code of Obligations (CO Articles 732-735) requires specific compensation documentation for listed companies:
| Document | Requirement |
|---|---|
| Compensation report | Annual report on compensation for board and executive management |
| Binding shareholder vote | AGM approval of total board and executive management compensation (prospective or retrospective) |
| Compensation regulations | Board-approved rules on compensation principles, components, and governance |
| Say-on-pay disclosures | Detailed disclosure enabling informed shareholder voting |
| Individual disclosure | Highest individual compensation disclosed |
| Loans and credits | Disclosure of any loans or credits to board/management |
Audit Committee Documentation
| Document | Requirement |
|---|---|
| Terms of reference | Written mandate covering financial reporting, external audit, internal audit, risk management, compliance |
| Financial reporting oversight | Review of annual and semi-annual financial statements |
| External auditor assessment | Independence assessment, fee analysis, audit quality review |
| Internal audit oversight | Review of internal audit plan, reports, and effectiveness |
| Risk management review | Assessment of risk management and internal control systems |
Common Documentation Gaps
Gap 1: Corporate Governance Report Not Meeting DCG Requirements
Annual reports with governance sections that are incomplete or don't address all DCG-required topics. The DCG specifies detailed requirements for each section — generic governance statements are insufficient.
Gap 2: Ad Hoc Publicity Documentation Gaps
Price-sensitive information disclosed without proper documentation of the decision to disclose or postpone, confidentiality measures during postponement, or insider list management.
Gap 3: Compensation Report Insufficient for Shareholder Vote
Compensation reports that don't provide sufficient detail for shareholders to make an informed voting decision. Missing individual disclosure, unclear performance criteria, or aggregated data that obscures compensation structure.
Gap 4: Board Diversity Targets Not Documented
The CO requires large listed companies to meet gender representation targets (30% board, 20% executive management) or explain non-compliance. Companies that don't meet the targets must document specific measures they are taking and a timeline.
Gap 5: Management Transaction Reporting Delays
Delayed reporting of management transactions or incomplete blackout period documentation. SIX monitors compliance with DMT requirements.
Reviewing SIX Compliance Documentation
Corporate Governance Report Review Criteria
| Criterion | Weight | What to Check |
|---|---|---|
| DCG completeness | 3 | All DCG sections addressed with required detail |
| Shareholder transparency | 3 | Significant shareholders, capital structure, participation rights fully disclosed |
| Board composition detail | 2 | All required information per board member (qualifications, activities, independence) |
| Compensation disclosure | 2 | Individual disclosure, performance criteria, shareholder vote preparation |
| Consistency | 1 | Governance disclosures consistent with other annual report sections |
Ad Hoc Publicity Compliance Review
| Criterion | Weight | What to Check |
|---|---|---|
| Disclosure decisions documented | 3 | Each disclosure/postponement decision has written rationale |
| Insider list management | 2 | Current insider list maintained for each undisclosed matter |
| Confidentiality measures | 2 | Measures documented during any postponement period |
| Timeliness | 2 | Disclosures made promptly; no evidence of delayed disclosure |
Frequently Asked Questions
What are the consequences of SIX Exchange Regulation non-compliance?
SIX Exchange Regulation can impose sanctions including reprimands, fines (up to CHF 10 million for serious violations), suspension of trading, and delisting. For ad hoc publicity violations, sanctions can be particularly severe given the market impact.
Do Swiss listed companies need to follow international governance codes?
Swiss listed companies are primarily governed by the CO, SCBP, and SIX directives. However, companies with international investor bases or dual listings should also consider international standards (OECD Principles, UK Corporate Governance Code) and proxy adviser guidelines (ISS, Glass Lewis). Documentation should address the expectations of the company's specific investor base.
How do the CO gender diversity requirements work?
Large listed companies (meeting two of three thresholds: CHF 20M total assets, CHF 40M revenue, 250 FTEs) must achieve 30% gender representation on the board and 20% in executive management. Companies that don't meet the targets must disclose in the compensation report: the reasons, and the measures to promote the underrepresented gender. There are no financial penalties, but the "comply or explain" mechanism creates transparency pressure.
Can AI review help with SIX compliance documentation?
AI review can check corporate governance reports for DCG completeness, verify compensation reports contain all required disclosures, assess ad hoc publicity documentation for process compliance, and check consistency across annual report sections. Assessment of governance effectiveness and regulatory compliance requires qualified governance professionals.
Key Takeaways
- SIX Exchange Regulation sets detailed documentation requirements through the DCG, DAH, DMT, and DRR directives.
- Corporate governance reports must address all DCG sections with specific, company-relevant detail — not generic statements.
- Ad hoc publicity requires documented decisions for every disclosure or postponement, with insider lists and confidentiality measures.
- Compensation disclosure must enable informed shareholder voting — individual disclosure, performance criteria, and clear structure.
- Gender diversity targets require documentation of either compliance or specific measures and timelines.
- AI review checks DCG completeness, disclosure quality, and consistency — governance adequacy requires qualified professionals.
- Review all governance and disclosure documentation before annual report publication — post-publication corrections damage credibility.
This article is for informational purposes only. SIX Exchange Regulation directives, the Swiss Code of Obligations, and the SCBP are subject to amendment. Consult a qualified governance professional, company secretary, or legal adviser for guidance specific to your listed company.