Shareholders' Letter

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www.admin.ch/
dokumentation
See
www.admin.ch/
dokumentation
See
www.admin.ch/
dokumentation
Legal and regulatory environment
Legal framework for Swisscom
Swisscom is a public limited company with a special status under Swiss law. It is organised in compliance
with the Telecommunications Enterprise Act, the company’s Articles of Incorporation and
company law and its business operations are governed primarily by the provisions of company law
and telecommunications and broadcasting legislation. Swisscom is also subject to rules governing
business as a whole, namely competition law. As a listed company, Swisscom is also required to
comply with capital market legislation.
Telecommunications Enterprise Act (TEA)
On 1 January 1998 the former operations of Swiss Telecom PTT were legally transformed into
“Swiss Post” and “ Swisscom Ltd” (hence the term “public limited company with special status”).
Under the terms of the TEA and the company’s Articles of Incorporation, Swisscom is responsible
for the provision of domestic and international telecommunications and broadcast services as
well as related products and services. The TEA requires the Swiss Confederation to hold a majority
of the capital and voting rights in Swisscom. Moreover, every four years the Federal Council defines
the goals which the Confederation, as principal shareholder, aims to achieve and publishes these
goals in the interest of transparency for other investors. The objectives of the Swiss Confederation
are incorporated in the strategic and operating goals set by the Swisscom Board of Directors.
Should the Swiss Confederation give up its majority shareholding in Swisscom Ltd, the TEA would
need to be amended. Swisscom is also obliged to draw up a collective employment agreement in
consultation with the employee associations. The current collective employment agreement dates
back to 1 January 2006. There were no legal amendments made in the year under review.
Telecommunications Act (TCA)
The Telecommunications Act primarily governs the conditions under which market-dominant
providers of telecoms services are required to make their network available to other providers. The
Telecommunications Act covers a comprehensive catalogue of access types and, in terms of
unbundling the “last mile”, is restricted to the copper cables of the former PTT’s network. The access
services cited in the Act must be offered at regulated conditions and, in particular, at cost-based
prices. In addition to network access, the Act governs universal service provision, laying down the
framework for the reliable and affordable provision of basic telecommunications to all sections of
the population in all regions of the country. The scope of services as well as the related quality and
pricing requirements are determined periodically by the Federal Council. The universal service provision
licence granted to Swisscom by the Federal Communications Commission (ComCom) in
2007 runs from 2008 to 2017. The Telecommunications Act also governs the conditions for use of
the radio frequency spectrum, ensures fault-free telecommunications traffic that respects personal
and intellectual property rights (data protection and telecommunications secrecy), and protects
users against unfair mass advertising and misuse of value-added services.
Competition law/Federal Cartel Act
The Cartel Act prohibits anti-competitive agreements between companies, sanctions abuse by
companies of their market-dominant position, and prohibits business combinations that result in
the elimination of competition. Unlawful conduct is considered to be, for example, the discrimination
of trading partners with respect to prices or other business conditions.
Capital market law
The shares of Swisscom Ltd are listed on the SIX Swiss Exchange in Zurich Additionally, Swisscom
has issued bonds which are also traded on the SIX Swiss Exchange. Swisscom is therefore required
to comply only with Swiss stock market legislation and regulations. The company is also subject
to regulations governing accounting and financial reporting as well as rules relating to ad-hoc
publicity and the disclosure of transactions in Swisscom securities by members of the Board of
Directors and the Group Executive Board.