OR Art. 689c -
Einleitung zur Rechtsnorm OR:
The Swiss Code of Obligations is a central code of Swiss civil law that regulates the legal relationships between private individuals. It includes five books that cover various aspects of contract law, law of obligations and property law, including the formation, content and termination of contracts, as well as liability for breach of contract and tort. The Code of Obligations is an important code of law for business and everyday life in Switzerland, as it forms the basis for many legal relationships and contracts and has been in force since 1912, whereby it is regularly adapted to social and economic developments.
Art. 689c OR from 2025
Art. 689c Independent voting representative in companies whose shares are listed on a stock exchange (1)
1 In companies whose shares are listed on a stock exchange, the general meeting shall appoint the independent voting representative. Their term of office ends with at the end of the next ordinary general meeting. Reappointment is possible.
2 The general meeting may remove the independent voting representative at the end of the general meeting.
3 If the general meeting has not appointed an independent voting representative, the board of directors shall appoint one for the next general meeting. The articles of association may have different rules to solve this organisational deficiency.
4 The board of directors shall ensure that the shareholders are able in particular to:1. issue the independent voting representative with instructions on any motion relating to lis on the agenda tabled in the notice convening the meeting;2. issue the independent voting representative with general instructions on unannounced motions relating to lis on the agenda and on new lis on the agenda in accordance with Article 704b.
5
The independent voting representative shall treat the instructions from individual shareholders as confidential until the general meeting. They may provide the company with general information on the instructions received. They shall not provide the information earlier than three working days before the general meeting and must declare to the general meeting what information they have provided to the company.
6 Authorisation for representation and instructions may only be issued for the forthcoming general meeting. They may also be issued electronically.
(1) Inserted by No I of the FA of 4 Oct. 1991 ([AS 1992 733]; [BBl 1983 II 745]). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS 2020 4005]; [2022 109]; [BBl 2017 399]).
Es besteht kein Anspruch auf Aktualität und Vollständigkeit/Richtigkeit.
