The upcoming AGMs are expected to again take place mostly in the absence of shareholders. A focus will be on how the announcements and pledges made during the Pandemic years are now being consistently carried over into companies’ strategies. This will mainly concern decisions on compensation quantum and structures, capital allocation and board composition. The board has to explain the respective strategic goals and the journey to reach them to its stakeholders while mediating between conflicting demands. Approaches and experiences of how this is done in practice were discussed at the SWIPRA Survey event in December 2021, stressing the role of stakeholder engagement and board exposure. Specifically, for the AGMs 2022, boards need to explain:
- how they take responsibility for ESG;
- how they split bonuses reasonably between management and the general workforce;
- how they ensure shareholder interaction prior or at the AGM 2022;how they ensure sufficient (gender) diversity on the board, and
- what the proposed changes in the Articles of Association related to the corporate law revision, if any, imply for their shareholders.
- Additionally, despite there still being time until 2024, the discussion about say-on-sustainability should be started now to have sufficient time to develop a mutual understanding between companies and stakeholders of what is important in the underlying non-financial report.
- Even companies with an anchor shareholder can no longer rely solely on their historically often very positive AGM results. Recent examples have shown the ESG sensitivities of society and the capital market and the arising consequences thereof for companies’ reputation and boards’ responsibilities
This begs the question: Are you prepared?
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 | Barbara Heller is Managing Partner at SWIPRA Services, member of the Board of Directors and the strategy committee of Graubunder Kantonalbank GKB (SIX:GRKP), member of the Board of Directors and member of the Audit Committee of Orascom Development Holding Ltd (SIX:ODHN), member of the Investment Committee of Transparenta Investment Foundation, Vice-Chairwoman of the Swiss CFO Forum, chairing the Jury of the Swiss CFO Award and Of Counsel at Lemongrass Communications. Until March 2021, Barbara was a member of the Board of Directors of Bank Cler Ltd and chairwoman of the bank’s Audit Committee and member of its Risk Committee. | |
 | Christoph Wenk Bernasconi is Partner at SWIPRA Services. He is a founding member of SWIPRA and responsible for the scientific approach of its projects and analyses. He is co-author of the SWIPRA Considerations for Corporate Governance and of the SFI Whitepaper on corporate governance. Further, Christoph is a Senior Researcher at the Department of Banking and Finance at the University of Zurich. |