Our Expert in Switzerland
Corporate governance Switzerland remains a key focus for listed companies in 2026, with the SIX Directive on Information relating to Corporate Governance (DCG) continuing to shape how listed companies prepare, approve and publish their governance information. For in-house counsel, company secretaries, compliance officers and boards, the Directive is narrow in scope but sharp in effect: standardised disclosure fields, a defined publication pathway through the SIX Disclosure Office, and heightened accountability at board level. This guide sets out what the Directive requires, how it differs from less structured historic practice, and the concrete steps boards should take.
It is written as a practitioner playbook, with a field-by-field checklist, a side-by-side comparison table, submission mechanics and a timeline you can act on now.
The SIX Directive corporate governance framework standardises the information that issuers listed on the SIX Swiss Exchange must disclose and requires them to publish it through the reporting and publication platform of the SIX Disclosure Office. Where governance statements were once shaped largely by voluntary codes and issuer-specific practice, the Directive sets defined disclosure content, a consistent publication cadence and clearer accountability for sign-off. The practical consequence is that corporate governance disclosure in Switzerland is a structured, auditable compliance process rather than a narrative, best-efforts exercise.
The most immediate pressure tends to fall on company secretariats and legal teams, who must reconcile existing disclosure content against the Directive’s specified fields, assign clear ownership, and test the submission workflow before each publication window. Boards should treat the Directive not as a formatting exercise but as a governance-accountability matter, the board owns the accuracy of what is published. The message for directors is simple: act early, document decisions, and do not leave the technical upload to the last week.
The Directive on Information relating to Corporate Governance is issued by SIX Exchange Regulation as part of the listing rulebook for the SIX Swiss Exchange. It is an exchange rule rather than a statute, meaning it binds issuers through the listing relationship rather than through the Swiss Code of Obligations. That distinction matters. Statutory duties apply to all Swiss companies as a matter of company law, while the Directive applies specifically to entities that seek and maintain a listing on SIX. The full obligations, including the precise disclosure requirements, are set out in the official Directive text published by SIX Exchange Regulation.
Underlying every listed issuer’s governance disclosures are the director duties in the Swiss Code of Obligations. Directors owe duties of care and loyalty, and they are responsible for ensuring that information published on behalf of the company is accurate and complete. These statutory duties operate alongside the Directive: the Directive tells issuers what to publish and how, while the Code of Obligations governs the standard of conduct expected of the directors who approve it. A negligent misstatement or a material omission in a governance disclosure can engage directors’ liability under Swiss corporate law, independent of any exchange sanction.
Note also that the revised Swiss corporate law (in force since 1 January 2023) reformed a number of governance and remuneration provisions in the Code of Obligations that listed companies must reflect.
For context, Swiss listed companies have long looked to the Swiss Code of Best Practice for Corporate Governance, an industry model code published by economiesuisse and updated over time. That code shaped much of the narrative content in annual governance statements and set expectations around board composition, remuneration and shareholder rights. It remains a valuable reference point for good practice, but it is important to understand the difference in force: the Code of Best Practice is a voluntary, best-practice instrument, whereas the SIX Directive establishes binding disclosure requirements and a required publication route. In short, the Code informs the substance; the Directive dictates the disclosure obligation and the channel.
This is the practical heart of the Directive. Rather than leaving issuers to compose entirely free-form governance statements, the Directive sets out the topics and minimum content issuers must disclose. Boards should map each required area to concrete content, an accountable owner and an approval level. The table below sets out a working model, the definitive list of required disclosures and their precise requirements must always be checked against the official Directive text.
| Disclosure area | Required content (indicative) | Responsible owner | Approval level | Sample evidence |
|---|---|---|---|---|
| Board composition | Names, roles, independence status, election dates, other mandates | Company secretary | Board | Board register, election records |
| Board committees | Committee membership, mandate summaries, meeting frequency | Company secretary / committee chairs | Board / committee chair | Committee charters, attendance logs |
| Remuneration overview | Remuneration governance, approval mechanism, headline figures | Head of Reward / Legal | Board / remuneration committee | Remuneration report, general meeting approvals |
| Governance practices | Internal control statements, information and control instruments toward management | General counsel | Board | Governance policy, internal control documentation |
| Shareholding structures | Significant shareholders, capital structure, voting arrangements | Investor relations / Legal | Board | Share register extracts, disclosure notifications |
| Statutory auditor | Auditor identity, tenure, fees, rotation status | Finance / Audit committee | Audit committee | Audit engagement records |
| Information policy | Investor communication practices, publication channels, contacts | Investor relations | Board / company secretary | Disclosure policy document |
The critical discipline here is to move from narrative-only answers toward structured content that maps cleanly onto each required area. Where the Directive specifies particular data, for example, the independence status of a director or the tenure of the statutory auditor, a general paragraph may not be sufficient. Each area must be populated with the specific, verifiable information the Directive calls for.
The Directive places emphasis on accountable sign-off. In practice, boards should establish a clear chain: the company secretary assembles and quality-checks the disclosure content; the general counsel confirms legal accuracy; committee chairs verify committee-specific content; and the board (or a delegated chair with documented authority) approves the final package before publication. This is not a formality. Because directors’ duties under the Swiss Code of Obligations attach to the accuracy of published information, the approval step is precisely where liability exposure crystallises, and precisely where good documentation protects the board.
The following dimension-by-dimension comparison sets out the practical differences between inconsistent legacy practice and disciplined compliance with the Directive. Boards that read only one section of this guide should read this one.
| Dimension | Legacy / inconsistent practice | Disciplined Directive compliance | Practical implications for boards |
|---|---|---|---|
| Scope (which issuers) | Listed issuers followed listing rules and voluntary codes; practice varied by issuer | Issuers listed on SIX are subject to the Directive’s disclosure requirements and publication via the Disclosure Office platform | Confirm scope: if listed, the Directive applies; update policy and disclosure calendar |
| Content required | Governance statements varied widely; many companies used the Swiss Code of Best Practice as a template | Defined disclosure areas and minimum content set out in the Directive | Draft standardised content mapped to each area; avoid narrative-only answers |
| Responsible owner | IR, Legal and Corporate Secretariat often shared responsibility | Directive emphasises accountable sign-off by board/company secretary and publication via the Disclosure Office | Assign a clear owner; evidence board approval and retain sign-off records |
| Timing and deadlines | Annual or ad-hoc disclosure in annual report or on website; publication practices inconsistent | Publication timing governed by the Directive and Disclosure Office procedures | Create calendar entries for required publication windows with named responsible persons |
| Format and platform | PDF, website posting or annual report | Publication via the reporting and publication platform of the SIX Disclosure Office in the required form | Ensure technical readiness: templates, formatting, data mapping |
| Enforcement and sanctions | Enforcement via market regulation and reputational effects; variable scrutiny | Monitoring by SIX Exchange Regulation; possible sanctions under the listing rules for non-compliance | Mitigate risk through compliance testing, internal sign-offs and pre-publication review |
| Board liability | Directors’ duties under the Code of Obligations; disclosure liabilities less visible | Greater director-level visibility; failure to approve accurate required disclosures may raise liability and regulatory scrutiny | Produce board minutes showing deliberation; ensure legal sign-off and an error-correction process |
| Interaction with EU rules | Separate tracks, EU rules applied to EU-nexus entities; Swiss issuers sometimes followed EU sustainability rules voluntarily | The Directive is a Swiss exchange rule; cross-border issuers must reconcile SIX disclosures with EU reporting where applicable | Map common data points; prepare a reconciliation schedule to reduce duplicate work |
Three immediate priorities emerge from this comparison. First, run a gap analysis against the Directive’s required disclosures to identify where current statements fall short. Second, appoint a single accountable owner and formalise the approval protocol so that sign-off is documented and defensible. Third, test the SIX Disclosure Office submission process well before your publication window, so that technical and data issues surface in a rehearsal rather than at a live deadline.
Understanding the requirements is only half the task; compliance depends on executing the publication correctly through the reporting and publication platform of the SIX Disclosure Office. Treat this as an operational workflow with its own owner, checklist and rehearsal.
Before anything reaches the platform, assemble the content in a controlled master document mapped to the Directive’s required areas. Each area should be reviewed, version-controlled and signed off. Identifying and classifying information that accompanies the publication must be accurate and consistent, because errors can misfile or delay a publication. Build a mapping sheet that pairs each required disclosure with the corresponding platform entry, and have it checked by a second person before upload.
Publication must follow the form specified by SIX rather than simply posting a free-form PDF to a corporate website. Where the platform requires content to be entered in a prescribed format, follow that format; where PDFs or other documents are used, they must meet the applicable formatting expectations. The practical takeaway is that a governance statement designed only for an annual report may not transfer cleanly into the Disclosure Office environment. Prepare purpose-built templates that satisfy both the annual report and the platform.
Publication is governed by the Disclosure Office’s procedures. Enter every required window in the corporate calendar with a named responsible person and a buffer for internal review. Equally important is a corrections protocol: if an error is discovered after publication, the issuer must be able to correct the record promptly and document the correction. A tested error-correction path is part of demonstrating good-faith compliance and mitigating liability.
A workable step-by-step checklist:
Always consult the current SIX Disclosure Office guidance for the precise platform steps, form references and accepted formats, as these operational details are maintained by SIX Exchange Regulation.
Under the Directive’s emphasis on accountable sign-off, the board carries ultimate responsibility for the accuracy of published governance information. Approval should occur before each publication and should be captured in a documented resolution or in board minutes. Where the board delegates final approval to the chair or a committee, the delegation itself should be documented and its scope defined. This is among the most important controls for managing board disclosure obligations in Switzerland.
The directors’ disclosure duties do not exist in isolation. The Swiss Code of Obligations imposes duties of care and loyalty, and directors can be exposed to liability where a negligent misstatement or a material omission in published information causes harm. The Directive raises director-level visibility precisely because it standardises what must be published and channels it through a regulated platform, making shortfalls easier to identify. Directors should therefore treat governance disclosures with the same rigour they apply to financial reporting, and should seek legal sign-off on contentious or judgement-heavy content.
What disclosures must Swiss listed companies publish under the SIX Directive? In substance, the standardised areas, board composition, committees, remuneration overview, governance practices, shareholding structures and related information, together with the minimum content specified in the Directive text. The authoritative and complete list is the Directive itself, which should be the reference for every disclosure the board approves.
Many Swiss issuers operate across borders, with EU subsidiaries or EU parent companies. In those structures, EU instruments such as the Corporate Sustainability Due Diligence Directive (CSDDD) and the Corporate Sustainability Reporting Directive (CSRD) may apply to EU-nexus entities in the group, even though the SIX Directive is a Swiss exchange rule. The scope and timetable of these EU instruments have been subject to change, including proposals to adjust their thresholds and phase-in dates, so the current position should always be verified.
The two frameworks run on different tracks and serve different primary purposes, the SIX Directive governs governance disclosure for the Swiss listing, while the EU rules address sustainability due diligence and reporting, but they overlap in several governance-adjacent areas.
For multinational Swiss issuers, the goal is to avoid producing inconsistent or duplicative content across the Swiss and EU frameworks. The practical solution is a common data model: a single source of truth for shared data points (such as board composition, governance structures and control mechanisms) from which both the SIX disclosure and any EU reports draw. A reconciliation schedule that maps overlapping data reduces effort and, more importantly, reduces the risk of divergent statements that could be scrutinised in either jurisdiction.
The CSDDD is an EU instrument that imposes corporate sustainability due diligence obligations on companies within its scope, requiring them to identify and address adverse human rights and environmental impacts across their operations and value chains. It carries governance implications, including board oversight of due diligence, that can intersect with governance disclosures. For Swiss issuers, the key is to determine whether any group entity falls within the EU rules’ scope, and if so, to map the overlapping governance elements against the SIX disclosures. Because the CSDDD’s scope and application dates have been the subject of ongoing EU legislative revision, cross-border scope questions should be confirmed against the European Commission’s published guidance and reviewed with counsel.
Corporate governance reporting in Switzerland is easiest to manage when the work is sequenced. Use the following phased checklist, assigning an owner and a timeframe to each action.
Corporate governance Switzerland compliance is a board-level priority rather than a back-office task. The winning approach is early: run a gap analysis against the Directive’s required disclosures, appoint a single accountable owner, document approvals and rehearse the SIX Disclosure Office submission before your publication window. Because these steps engage both exchange rules and directors’ duties under the Swiss Code of Obligations, a bespoke compliance review, board training and template drafting are worthwhile investments. For tailored support, including a gap analysis, sample board resolutions and disclosure templates mapped to the Directive, connect with a qualified Swiss corporate lawyer through the resources below.
Explore the Corporate, Switzerland practice page and the GLE lawyer directory, Corporate, Switzerland for adviser contacts. This guidance is general and jurisdiction-specific; obtain legal review before finalising any disclosure.
This article was produced by Global Law Experts. For specialist advice on this topic, contact Beat Eisner at Lenz Caemmerer, a member of the Global Law Experts network.
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