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Regulating Corporate Governance Following the "Swiss Muesli" Recipe*
User-ID: c.buehler, 29.04.2014 16:07:20 Dokument SZW 2013 S. 141 Autor Christoph B. Bühler Titel Regulating Corporate Governance following the "Swiss Muesli" Recipe Publikation Schweizerische Zeitschrift für Wirtschafts- und Finanzmarktrecht Herausgeber Peter Nobel, Marc Amstutz, Jean-Luc Chenaux, Hans Caspar von der Crone, Susan Emmenegger, Mario Giovanoli, Claire Huguenin, Andreas von Planta, Henry Peter, Rolf Sethe, Walter A. Stoffel, Luc Thévenoz, Rolf H. Weber Frühere Herausgeber Hans Peter Walter, Dieter Zobl ISSN 1018-7987 Verlag Schulthess Juristische Medien AG SZW 2013 S. 141 Regulating Corporate Governance following the "Swiss Muesli" Recipe* By PD Dr. Christoph B. Bühler, LL.M.** The Swiss legal framework on corporate governance is – even after the so called "Minder" initiative has been approved by Swiss voters bringing a series of new stringent provisions on mandatory governance of public companies regarding primarily board and management remuneration – mainly based on a market-driven self-regulation approach and points out the significance of maintaining the decision- making capacity and efficiency at the top company level. The "Swiss Code of Best Practice for Corporate Governance" is governed by the provisions contained in corporation law. Its purpose is to set out guidelines and recommendations but not to force Swiss companies into a straightjacket. Each company should retain the possibility of putting its own ideas on structure and organization into practice. This article shows that, in view of the time pressure driving new legislation, the Swiss "Muesli" approach combining corporate law, on the one side, with self regulated * This article is based on the speech the author made on the meeting of the European Company Law Experts (ECLE) in Cologne of September 27, 2012. -
![The Swiss Reorganization Law[1]](https://docslib.b-cdn.net/cover/7609/the-swiss-reorganization-law-1-3017609.webp)
The Swiss Reorganization Law[1]
RECHT Hans Caspar von der Crone, Bettina Kopta-Stutz, Loïc Pfister Some Theses Concerning Modern Swiss Reorganization Law Going Concern and Corporate Governance The Swiss reorganization law [1] does not meet the ence on debtor’s behavior before bank- ruptcy [6]. This legal enforcement should demands of a modern reorganization law in many re- strengthen the creditors’ expectations spects. A radical reform is overdue [2]. It is today largely that the debtor would meet its obliga- tions. Thus, it offers an incentive for the approved that reorganization proceedings under judi- creditors to give (more) credit [7]. From cial protection are initiated too late. As a consequence, this point of view, a «debtor-friendly» reorganization law can provide incen- business operations collapse. One of the main goals of tives that adversely affect the economy. a future reformation has therefore to be the mainte- On the other hand, a company’s bank- nance of business operations. Below, some basic con- ruptcy and liquidation normally causes siderations about these goals and – to begin with – high costs to the economy. The transi- tion from a running company to mere the legal purpose of reorganization law are taken into assets typically involves a substantial account.* loss of value [8]. Moreover, employees, suppliers, and customers depend on the company for their subsistence or finan- cial prosperity. They all stand to suffer from the collapse of the company [9]. 1. Legal Purpose resources in the economy. The alloca- These additional losses to the economy tion function ensures that the resources have to be taken into account in order Looking into the reorganization law in- of the economy are allocated to compa- to attain allocative efficiency. -
Annual Report 2013 Contents
Annual Report 2013 Contents 4 Facts & Figures 6 Shareholders’ Letter 8 Summary of Group Results 12 Segment Reporting 24 Corporate Governance 30 Board of Directors 43 Corporate Executive Board 48 Compensation Report 68 Risk Management 70 Market Consistent Embedded Value (MCEV) 72 Introduction 74 Summary of MCEV Results 83 Information by Market Unit 90 Methodology 97 Assumptions 102 Auditor’s Report on Embedded Value 104 Glossary and List of Abbreviations 108 Consolidated Financial Statements 110 Consolidated Statement of Income 111 Consolidated Statement of Comprehensive Income 112 Consolidated Balance Sheet 114 Consolidated Statement of Cash Flows 116 Consolidated Statement of Changes in Equity 117 Notes to the Consolidated Financial Statements 258 Report of the Statutory Auditor 260 Swiss Life Holding Financial Statements 261 Review of Operations 262 Statement of Income 263 Balance Sheet 264 Notes to the Financial Statements 285 Appropriation of Profit 286 Report of the Statutory Auditor 288 Share Performance and Historical Comparison Swiss Life – Annual Report 2013 4 Facts & Figures The Swiss Life Group’s 2013 financial year at a glance: Course of business — The Swiss Life Group again increased its efficiency and competitiveness and generated adjusted profit from operations of CHF 1143 mil- lion. This represents a 13% rise compared with the previous year. Net profit came to CHF 784 million (2012: CHF 99 million). The Group grew its premium income by 4% in local currency to CHF 18 billion. All market units made a contribution to this positive development. Swiss Life maintained its focus on profitability and, thanks to strict margin management, increased the new business margin from 1.4% to 2.2%. -
Henry Peter Born in 1957, Henry Peter Is a Franco-Swiss National And
Henry Peter Born in 1957, Henry Peter is a Franco-Swiss national and Head of the Geneva Centre for Philanthropy and an ordinary professor at the Faculty of Law of the University of Geneva. A recipient of a succession grant from the Swiss National Science Foundation, he is a visiting scholar at the University of California at Berkeley Faculty of Law. He obtained his doctorate in law from the University of Geneva in 1988. From then on, he became a lecturer at the same faculty, before being appointed associate professor in 1997 and then ordinary professor in 2004. From 1998 to 2012, he was the main architect of the Master in Business Law postgraduate program, common to the universities of Geneva and Lausanne, which he created and directed. From 2006 to 2017, he was promoted to Head of the Department of Commercial Law at the Faculty of Law of the University of Geneva. He is a member of the Audit Committee of the University of Geneva, the Committee of the Centre de Droit Bancaire et Financier of the Faculty of Law and the LL. M. Tax from the University of Geneva. In parallel, he is also a partner of the law firm Kellerhals Carrard in Lugano, where he resides. For many years, his research and publications have focused on issues related to good governance and social responsibility of companies and international sports federations. In line with his approach, and while continuing his teaching, in 2014/2015, he launched the Philanthropy Series at the University of Geneva - a series of events open to the public. -
Swiss Life Holding Ltd
Swiss Life Holding Ltd Invitation and Agenda for the Annual General Meeting of Shareholders Monday, 27 A p r i l 2 015 , 2 p.m. (Doors open at 1 p.m.) Hallenstadion Zurich 89208_SL_Einladung_GV_2015_EN_neu.indd 1 11.03.15 18:07 89208_SL_Einladung_GV_2015_EN_neu.indd 2 11.03.15 18:07 Items on the agenda 1. Annual Report 2014, incl. Compensation Report; Reports of the Statutory Auditor 1.1 Annual Report 2014 (Management Report, Consolidated Financial Statements and Annual Financial Statements) The Board of Directors proposes that the Annual Report 2014 (Management Report, Consolidated Financial Statements and Annual Financial Statements) be approved. 1.2 Compensation Report 2014 The Board of Directors proposes that the report on compensation published in the Annual Report 2014 be accepted. This is an advisory vote. 2. Appropriation of profit 2014, distribution out of the capital contribution reserves 2.1 Appropriation of profit 2014 The Board of Directors proposes that Swiss Life Holding Ltd’s available profit for 2014 of CHF 259 301 707.41, consisting of: Balance carried forward from previous year CHF 1 090 960.75 Net profit for 2014 CHF 258 210 746.66 shall be appropriated as follows: Allocation to the free reserves CHF 259 000 000.00 Balance carried forward to the new account CHF 301 707.41 Note: For the 2014 financial year, the Board of Directors proposes a distribution to shareholders out of the capital contribution reserves, without deduction of withholding tax, of CHF 6.50 per registered share instead of a dividend payment from profit (see agenda item 2.2). -
The Geneva Centre for Philanthropy (GCP) in 2019 GCP / 2019
The Geneva Centre for Philanthropy (GCP) in 2019 GCP / 2019 The activities of the Geneva Centre for Philanthropy (GCP) in 2019 Overview of the activities 3 Teaching and training 5 Research 9 Connecting the philanthropy sector 13 The GCP 17 IMPRESSUM Authors and editors Laetitia Gill and Henry Peter Geneva Centre for Philanthropy University of Geneva Graphic design Jennifer Freuler Cover image Owen Davey Printing UNIGE printing centre University of Geneva © University of Geneva April 2020 1 GCP / 2019 The Geneva Centre for Philanthropy has grown quickly in the two years since it was created and has already gained national and international recognition for its work. In just two years, the Geneva Centre for Philanthropy (GCP) has become an important point of reference among academics and professionals both in Switzerland and worldwide. The Centre, which was founded by the University of Geneva (UNIGE), defines philanthropy as voluntary giving for the common good, the latter being codified by the Sustainable Development Goals. The Centre’s work focuses on three strategic areas: teaching, research and events. It takes a cross-disciplinary approach and crosses closely with practitioners, which has helped to drive our success. Highlights of 2019 included the creation of the Edmond de Rothschild Overview Foundations Chair in Behavioural Philanthropy, and the launch of a second course in philanthropy for students in UNIGE’s Faculty of the activities of Humanities. The GCP also entered into a unique partnership agreement with the Organization for Economic Co-operation and Development (OECD) as part of a major research project on the taxation of philanthropy. -
Henry Peter Born in 1957, Henry Peter Is a Franco-Swiss National Who Is
Henry Peter Born in 1957, Henry Peter is a Franco-Swiss national who is full professor at the Faculty of Law of the University of Geneva and Head of the Geneva Centre for Philanthropy. A recipient of a succession grant from the Swiss National Science Foundation, he was a visiting scholar at the University of California at Berkeley Faculty of Law in 1983 and 1984. He obtained his PhD in law from the University of Geneva in 1988. From then on, he became a lecturer, before being appointed associate professor in 1997 and full professor in 2004 of the Law School of the University of Geneva. From 1998 to 2012 he was the main architect of the Master in Business Law postgraduate joint programme of the universities of Geneva and Lausanne, which he created and directed. From 2006 to 2017, he was Head of the Department of Commercial Law at the Faculty of Law of the University of Geneva. He is a member of the Audit Committee, the Committee of the Centre de Droit Bancaire et Financier and of the LL.M. Tax of the Faculty of Law of the University of Geneva. In parallel, he is also a partner of the law firm Kellerhals Carrard in Lugano, where he resides. For many years, his research and publications have focused on issues related to good governance and social responsibility of companies and international sports federations. In line with his approach, and while continuing his teaching activities, in 2014/2015, he launched the Philanthropy Series at the University of Geneva - a series of events open to the public. -
Henry M. Peter Henry Peter's Practice Focuses Primarily on Company Law
1/5 Henry M. Peter Prof. Dr. iur., LL.M., Attorney at Law, Partner [email protected] Via Luigi Canonica 5 P.O. Box 6280 CH-6901 Lugano Tel. +41 58 200 31 00 Fax +41 58 200 31 11 www.kellerhals-carrard.ch Henry Peter's practice focuses primarily on company law, particularly matters of governance and finance, and on sports law. Because of his vast experience in these areas, he also teaches on these subjects and is the author of numerous publications; he is often called upon to act as a member of public or association bodies, or as arbitrator in disputes in these areas. Practice areas of Geneva - Commercial law - 1998-2012: Director of the Master in Business - M&A Law (MBL) programme of the Universities of Geneva - Sports law and Lausanne - Arbitration and mediation - from October 1988: Lecturer, Associate Professor and Full Professor (from 1 October 2004) on the Practice groups Faculty of Law of the University of Geneva - M&A, capital markets and corporate - 1984-1988: Associate, law and notarial office of - Litigation, arbitration and insolvency Dr. Carlo Sganzini, Lugano Education Languages - 1988: Doctoral degree from the Faculty of Law of - French the University of Geneva - Italian - 1983-1984: Visiting Scholar at the Faculty of - English Law of the University of California, Berkeley, - German California, USA - 1983: Advanced Studies Diploma in commercial Memberships law, University of Geneva - Bar Association of the Canton of Ticino (OATi) - 1981: Admission to the Bar (first rank) of the - Swiss Bar Association Canton of Geneva - Swiss Arbitration Association (ASA); founder and - 1979: lic. -
Dr. Alice Broichmann Rechtsanwältin
Dr. Alice Broichmann Rechtsanwältin P+P Pöllath + Partners Kardinal-Faulhaber-Straße 10 80333 Munich Germany Tel. +49 (0)89 242 40 224 Fax +49 (0)89 242 40 989 [email protected] www.pplaw.com Dr. Alice Broichmann is head of the dispute resolution practice of P+P Pöllath + Partners. Her practice focuses on international arbitration and litigation in the fields of M&A, corporate and general commercial law. Dr. Broichmann joined P+P Pöllath + Partners in 2000. Initially, she focused on M&A, private equity and corporate law. Since 2004 she has been developing the firm’s dispute resolution practice with special focus on these fields. She received her legal education at the Universities of Passau, Munich and Augsburg (Doctor of Laws – Dr iur, 2000). She has been acting as counsel, co-counsel and arbitrator in several cases (DIS, Swiss Chambers, ad hoc) related to pre-closing disputes, purchase price adjustments as well as representations and warranties in the field of M&A. Her industry experience includes inter alia automotive, fire protection, telecommunications, chemicals, pharmaceuticals and body protection technology. Dr. Broichmann is a member of the German Institution of Arbitration (DIS), the DIS40 of the German Institution of Arbitration, the Young Austrian Arbitration Practitioners (YAAP), Arbitral Women and International Bar Association (IBA). Dr. Alice Broichmann regularly speaks and publishes on international commercial arbitration and litigation. Inter alia, she is lecturer at the Postgraduate Course of Studies "Mergers -
Henry Peter Born in 1957, Henry Peter Is a Franco-Swiss National And
Henry Peter Born in 1957, Henry Peter is a Franco-Swiss national and Head of the Geneva Centre for Philanthropy and an ordinary professor at the Faculty of Law of the University of Geneva. A recipient of a succession grant from the Swiss National Science Foundation, he is a visiting scholar at the University of California at Berkeley Faculty of Law. He obtained his doctorate in law from the University of Geneva in 1988. From then on, he became a lecturer at the same faculty, before being appointed associate professor in 1997 and then ordinary professor in 2004. From 1998 to 2012, he was the main architect of the Master in Business Law postgraduate programme, common to the universities of Geneva and Lausanne, which he created and directed. From 2006 to 2017, he was promoted to Head of the Department of Commercial Law at the Faculty of Law of the University of Geneva. He is a member of the Audit Committee of the University of Geneva, the Committee of the Centre de Droit Bancaire et Financier of the Faculty of Law and the LL. M. Tax from the University of Geneva. In parallel, he is also a partner of the law firm Kellerhals Carrard in Lugano, where he resides. For many years, his research and publications have focused on issues related to good governance and social responsibility of companies and international sports federations. In line with his approach, and while continuing his teaching, in 2014/2015, he launched the Philanthropy Series at the University of Geneva - a series of events open to the public. -
Perspectives
Perspectives Swiss Life Group | Annual Report 2007 Annual Report 2007 Perspectives WorldReginfo - 5f3f2a9a-b99d-4dcb-bed5-e16fd05e91dd In its anniversary year Swiss Life generated a record result, paving the way for a successful future. Profit Profit | With a net profit of CHF 1368 million, Swiss Life sur- +43% passed its 2008 profit target of CHF 1 billion already in 2007. 2007 1368 CHF m 2006 954 CHF m Return on equity Return on equity | Return on equity came to 18.1%, above the +5.9 ppts 10% level as in previous years. 2007 18.1% 2006 12.2% Growth Growth | Swiss Life’s growth momentum continued with pre- +10 % mium income climbing 10% to CHF 24.2 billion. 2007 24.2 CHF bn 2006 22.1 CHF bn Operating expense ratio Efficiency | Swiss Life sustainably improved its cost situation by reducing the operating expense ratio of its insurance business by –0.6 ppts around 10% to under 7% within 5 years. 2007 6.6% 2006 7.2% Employee commitment Leadership | Employee commitment continued to rise. The val- +4 Points ue ascertained for job satisfaction and employees’ identification with the company came to 77 of 100 possible index points, thus 2007 77 index points steadily approaching the 80 point target. 2006 73 index points WorldReginfo - 5f3f2a9a-b99d-4dcb-bed5-e16fd05e91dd Strategy and Markets Swiss Life at a glance | The Swiss Life Group is one of Europe’s Swiss Life made great progress in implement- leading providers of life insurance and pension solutions. The ing its pensions leadership strategy and achieved many of its targets earlier than ex- company offers individuals and companies a broad range of pected. -
Swiss Life Annual Report 2019
Annual Report 2019 Contents 4 Facts & Figures 6 Shareholders’ Letter 8 Strategy & Brand 14 Segment Reporting 16 Switzerland 18 France 20 Germany 22 International 24 Asset Managers 26 Corporate Governance 32 Board of Directors 47 Corporate Executive Board 53 Swiss Life Compensation Report for the Financial Year 2019 70 Report of the Statutory Auditor 76 Risk Management 79 Sustainability Report 81 CEO Foreword 82 Sustainability at Swiss Life 90 Sustainability in Business 109 Sustainabilty in Society 117 Sustainabilty as an Employer 132 Sustainabilty in the Environment – Environmental and Climate Protection in Operational Ecology 136 Swiss Life’s Contribution to the Sustainable Development Goals (SDG) 138 UN Global Compact Progress Report 140 Information on Sustainability Reporting 141 Memberships 142 GRI Content Index 146 Key Sustainability Indicators 150 Consolidated Financial Statements 152 Consolidated Statement of Income 153 Consolidated Statement of Comprehensive Income 154 Consolidated Balance Sheet 156 Consolidated Statement of Cash Flows 158 Consolidated Statement of Changes in Equity 159 Notes to the Consolidated Financial Statements 305 Report of the Statutory Auditor 311 Swiss Life Holding Financial Statements 312 Management Report 313 Statement of Income 314 Balance Sheet 315 Notes to the Financial Statements 322 Appropriation of Profit 323 Report of the Statutory Auditor 327 Share Performance and Historical Comparison Swiss Life – Annual Report 2019 4 Facts & Figures Net profit Profit from operations In CHF million In CHF million 1 250 1 205 2 000 1 080 1 013 1 651 1 534 1 000 926 1 600 1 476 878 1 391 1 1 329 750 1 200 TBU TBU 500 800 250 400 0 0 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 1 adjusted Return on equity 1 Gross written premiums, policy fees and deposits received In % In CHF million 12.5 25 000 23 008 10.8 10.0 10.0 9.8 10 9.6 20 000 18 853 18 565 19 218 17 366 7.5 15 000 TBU TBU 5 10 000 2.5 5 000 0 0 2015 2016 2017 2018 2 2019 2 2015 2016 2017 2018 2019 1 equity excl.