Annual Report 2011 - Hong Kong Monetary Authority

Corporate governance
Introduction
On 25 March 2002, the Federation of Swiss Business published
a Swiss Code of Best Practice containing standards
for corporate governance. These standards are meant as
recommendations, not as legally enforceable rules, and
they primarily concern publicly traded Swiss companies.
The current Guidelines on Corporate Governance (the
“Guidelines”) issued by SIX Swiss Exchange (“SIX”) on
29 October 2008 became effective 1 July 2009. They state
when and how matters involving corporate governance
should be made public, based on art. 8 of Switzerland’s
Stock Exchanges and Securities Trading Act (SESTA) and
articles 1-6 and 49 et seq of SIX’s Listing Regulations.
It covers reporting on matters that pertain to corporate
governance. They mainly apply to issuers incorporated in
Switzerland whose equity securities are traded on SIX.
The major concerns underlying these “codes of conduct”
are to limit economic risks, safeguard companies’ reputations
and promote responsibility. Corporate governance is
anchored in a set of principles designed to protect shareholders
by ensuring transparency, the issuance of clear
information and a balance at the highest level between the
company’s executives, on the one hand, and its owners,
on the other. At the same time, these principles uphold
decision-making power and efficiency.
The following pages disclose the most important information
required by the SIX Guidelines that came into force on
1 July 2009. There are also cross-references to items
included elsewhere in this report. Our Bank’s Articles of
Association and Bylaws can be found on the Bank’s website
(www.edmond-de-rothschild.ch).
CORPORATE GOVERNANCE 23