Corporate Governance Outlook And Changes In Proxy Advisors Landscape

• Published date: 12 February 2026
• Law Firm: B'r & Karrer
• Author: Vera Naegeli, Linus Zweifel and Sebastian Sutter

As of this year, the Swiss "comply-or-explain" rules with respect to gender representation on boards of directors of large, listed companies apply. We explain the implications for companies in scope of the newly applicable regulation.

The largest proxy advisors have updated their proxy voting guidelines for the AGM season 2026. In this briefing, we highlight the most important developments, both with respect to overall trends as well as specific governance and reporting topics.

In a nutshell, Swiss listed companies should take active steps to intensify their dialogue with shareholders to better understand their positions on relevant topics.

INTRODUCTION

As Swiss listed companies approach the 2026 AGM season, the world's largest proxy advisors ISS and Glass Lewis as well as their Swiss equivalent Ethos have each published their updated voting guidelines reflecting evolving governance expectations. Most notably, the recent developments in the United States - on 11 December 2025, President Trump issued an Executive Order targeting proxy advisors - have not had a significant impact on the proxy advisors' European guidelines. Despite speculation that ESG requirements might soften following the developments in the United States, proxy advisors for the Swiss market continue to apply, and in certain areas have further refined, their standards on sustainability, board diversity, and disclosure practices.

This briefing highlights the material changes and practical implications for issuers preparing for shareholder meetings in 2026 and provides an outlook beyond the upcoming AGM season.

KEY ACTION POINTS FOR SWISS ISSUERS

To prepare for the 2026 AGM season, we recommend that Swiss listed companies prioritize the following:

Intensify shareholder communication: Overall, the trend is moving towards less standardized and more nuanced voting guidelines (or even the abolition of standardized guidelines in favor of individual recommendations), which we expect will lead to less predictable voting behavior in the future. Issuers are therefore well advised to intensify the dialogue with their larger shareholders within the permissible limits to have a better understanding of their positions on specific issues.

Board gender diversity: The five-year transition period pursuant to article 734f of the Swiss Code of Obligations ("CO") has expired; larger listed companies must now meet the 30% threshold with respect to each gender's minimum representation on the board of directors or provide explanatory declarations ("complyor-explain").

Climate strategy and accountability: Ethos has taken a firmer stand towards high greenhouse gas emitters, underlining the continuous need for a clear strategy on sustainability.

Non-financial reporting assurance: Glass Lewis and...