The directive concerning information relating to corporate governance (Corporate Governance Directive) issued by the Swiss stock exchange (SIX Swiss Exchange) applies to all issuers whose equity securities have a primary or main listing on SIX Swiss Exchange.
Corporate governance refers to all of the principles aimed at safeguarding the sustainable interests of companies. While maintaining decision-making capability and efficiency, these principles are intended to guarantee, at the highest level of a company, transparency and a healthy balance of management and control. The Corporate Governance Directive requires issuers to publish essential information on management of their company (or explain why specific information is not published). As a public limited company listed on SIX Swiss Exchange, Banque Cantonale du Valais is subject to these requirements. These provisions are complemented by requirements for additional publications and disclosure resulting from laws specific to the banking sector.
The Corporate Governance Directive in its amended version dated 20 March 2018 replaced the previous Directive dated 13 December 2016. This amended version came into force on 1st May 2018. In compliance with the provisions of Article 663bbis of the Swiss Federal Code of Obligations (CO) relating to the transparency of fees and remuneration paid to Members of the Board of Directors and Senior Management, information about directors’ fees, management’s pay and remuneration, their shareholdings and any loans and advances must, in conformity with Swiss Federal legislation, be published in the Notes to financial statements in the Annual Report. BCVs, on account of its corporate legal status (public-law limited company according to CO Article 763, para. 1), is not subject to the Implementing Ordinance against Excessive Compensation at Listed Companies (OaEC). Nevertheless, information about the contents and procedure for setting fees and equity-sharing programmes is published in the Corporate Governance section of the Annual Report and is prompted by application by analogy of OaEC Articles 14 to 16, in compliance with the Corporate Governance Directive.