General assemblies with the possibility of Internet participation
Options for action by stock corporations in the light of event bans
Under current Swiss law, companies are permitted to hold general meetings in which, in addition to the board of directors, a portion of the shareholders participate by physical presence, while the other portion of the shareholders attend the event via the Internet. However, under normal circumstances, general meetings held exclusively via the Internet - i.e. without a physical meeting venue - are legally inadmissible.
In order to combat the coronavirus, the Federal Council has issued an ordinance which, among other things, also regulates general meetings. In the extraordinary situation in which Switzerland currently finds itself, shareholders may, by way of exception, exercise their rights exclusively in writing, in electronic form or through an independent proxy appointed by the organiser. In other words, the resolutions of the General Meeting are valid even if the shareholders do not meet at a physical meeting place.
Swiss company law is based on the principle of immediacy, which allows shareholders to participate in the general meeting of shareholders immediately and without delay. This includes the opportunity to ask questions and submit motions, express one's own opinion in discussions and vote on ordinary agenda items and spontaneously submitted motions. Good corporate governance presupposes that shareholders do not have to cast their votes in advance, but can form an opinion based on the various votes and thus be well-informed about resolutions at the AGM. Although votes cast in advance in writing or electronically are legally admissible, before the votes cast in advance are fixed, they are at best the second-best solution from a corporate governance point of view and in the interest of the best possible corporate decisions.
Modern software solutions and electronic forms of communication enable companies to enable their shareholders to participate in general meetings in real time, even at a distance, to make their contribution and to vote on agenda items and motions - securely, efficiently, partially automated and clearly traceable.
The Swiss start-up KONSENTO has developed an application that enables exactly this.