Governance
in executive and board compensation
within the framework of corporate governance rules
We analyze, evaluate, develop, plan, design, create, set out, support, implement …
  • Legal and regulatory requirements for the compensation of executives and members of the board of directors
  • Transparency, disclosure and reporting on the compensation of executive and non-executive directors
  • Interaction with investors, proxy advisors and other stakeholders
  • Information and advice for shareholders on compensation systems and compensation of executive and non-executive directors
  • Governance structures and processes
  • Internal rules with regard to authority and accountability for compensation decisions at all levels
Governance controls the relationship between owners and executive bodies of the company. This applies particularly also to the compensation of the executive and non-executive agents.

The lawmaker enacts legal rules. In addition, large investors and proxy advisors, representing corporate owners, issue binding rules for good compensation-governance. They contain aspects such as design of compensation systems, pay for performance, transparency, and other key topics.
The design, management, decision making and control of management remuneration is a very important part in corporate governance. Requirements for governance relating to compensation for the executive committee and board of directors have risen and are set to become more complex. Corporate governance consists of more than remuneration – the focus is on compensation (or pay) governance.

We can assist you in an advisory capacity or with practical support. Our knowledge in this field is exceptional thanks to extensive experience gained through the implementation and application of Swiss legislation and the guidelines and provisions of the SIX Swiss Exchange (Principles of Corporate Governance), economiesuisse (Swiss Code of Best Practice for Corporate Governance) and other relevant sources.

Depending on your company’s situation, legal and regulatory requirements may arise in other jurisdictions where our experience enables us to provide services.

Our experience also includes the current specifications, requirements and recommendations of proxy advisors and investors relating to compensation systems and compensation governance.

In addition to corporate governance, other obligations and laws must be taken into account in compensation management; e.g. tax law, company law, capital market law and social security law. You can also take advantage of our extensive experience in the field of compliance. We draw on the advice of professional service providers for specific topics and queries (e.g. tax). We can then coordinate, assess, implement or critically evaluate the situation as required.
Examples:
  • Prepare for the vote on compensation at the Annual General Meeting
  • Prepare compensation information for shareholders (Say on Pay at the AGM)
  • Determine the publication of executive and board compensation
  • Draft the compensation report
  • Review specific situations and exceptions in consideration of law and regulations
  • Develop a pay governance framework
  • Prepare information for meetings with investors and proxy advisors
  • Implement requirements of investors and proxy advisors
  • Assess specific circumstances within the framework of the Ordinance against excessive compensation in listed public companies in Switzerland