[Last updated: 1 January 2024, unless otherwise noted]

General periodic reporting and information obligations

Once listed, companies are required to report certain technical and administrative facts and events. The respective reports must be submitted to SIX Exchange Regulation (Listing and Enforcement).

Upon listing and periodically at the beginning of each financial year, every listed company is obliged to publish a corporate calendar covering at least the current financial year. The corporate calendar must give information on the key dates of the company’s financial year that are of major importance to investors, specifically the annual general meeting and the publication dates of the annual and interim financial statements. The company must send the corporate calendar and any changes thereto in electronic form to SIX Exchange Regulation, which may publish the data received.

Furthermore, the company must provide notice of any change in the rights attached to the listed securities reasonably in advance of the entry into force of the change. This requirement is designed to safeguard the investors’ ability to exercise their rights. In addition, the issuer must, by suitable means, draw the attention of investors to any planned changes in the rights attached to the securities, allowing investors to exercise their rights.

Financial reporting

The listed company must publish an annual report. This comprises the audited annual financial statements, prepared in accordance with the applicable financial reporting standard, as well as the corresponding audit report. The Regulatory Board may require that additional information be included in the annual report, including details on corporate governance in accordance with the DCG (see section 5 below).

The issuer of listed equity securities must publish semi-annual (interim) financial statements. The publication of quarterly financial statements is voluntary; however, where quarterly financial statements are published, they must be prepared in accordance with the same principles that apply to the semi-annual financial statements. Interim financial statements are neither subject to an audit nor to a review.

The accepted financial reporting standards for annual and interim financial statements are IFRS, US GAAP and other internationally recognized accounting standards. A company that is not incorporated in Switzerland may also apply the accounting standards of its home country, provided that these standards have been recognized by the Regulatory Board.

The annual financial statements are reviewed by SIX Exchange Regulation, which usually publishes in advance the sections of the annual report on which any reviews will focus (for example, corporate governance, impairments and amortizations). However, SIX Exchange Regulation will analyze the entire annual report.

Ad hoc publicity

The issuer is subject to the obligation to inform the market of any price-sensitive information that has arisen in its sphere of activity (ad hoc publicity). Price-sensitive information is capable of triggering a significant change in a company’s share price. Whether a certain event qualifies as a price-sensitive event is to be assessed on a case-by-case basis, except where it concerns annual and interim reports of issuers of equity securities which are to be published in accordance with the ad hoc rules. Examples of typically price-sensitive information include, among others:

• Annual and semi-annual financial statements.
• A change on the board of directors or executive committee.
• A merger, takeover, spin-off or restructuring.
• Significant changes in the issuer’s capital or capital structure.
• Significant changes of the shareholder structure.
• Takeover offers.
• Profit collapses.
• Profit warnings (in case the issuer itself has created market expectations), both positive and negative.
• Financial restructurings.

The issuer has to inform the market as soon as it becomes aware of the main aspects of the price-sensitive information. Disclosure must be made so as to ensure the equal treatment of all market participants. If the issuer publishes a price-sensitive fact, the relevant announcement has to be explicitly flagged as an ad hoc announcement. The ad hoc announcements are to be published on the issuer's website in an easy-accessible way in chronological order, stating the publication date, for at least three years.

The company may postpone the disclosure of price-sensitive information, if such information is based on a plan or decision of the company and its dissemination might prejudice the company’s legitimate interests. This is particularly important in case of a (financial) restructuring, as any disclosure might jeopardize negotiations with creditors. The company must ensure that the price-sensitive information remains confidential for the entire term during which disclosure is postponed. In the event of a leak, the market must be informed immediately in accordance with the rules on ad hoc publicity.

In the corporate governance report, the company must include information concerning general blackout periods on a comply-or-explain basis. In this respect, the deadlines, addressees, scope and any exceptions to the general blackout period are to be disclosed. Any special blackout periods, for example in the event ad hoc disclosure is postponed, are not subject to this disclosure obligation.

Management transactions

A company whose equity securities are primarily listed on SIX Swiss Exchange must ensure that the members of its board of directors and its executive committee report any transactions in the company’s equity securities or related financial instruments. In particular, this obligation covers transactions in the company’s equities or similar equity instruments, such as participation certificates, as well as conversion, purchase or sale rights on the company’s shares, and any financial instruments that provide for or permit a cash settlement and other contracts for difference whose performance depends on the company’s share price. Where it concerns a SPAC, the sponsors and founding shareholders of the SPAC are also subject to the reporting requirements.

Members of the board of directors and the executive committee must report to the company all transactions that fall within the scope of these regulations within two trading days after the reportable transaction has been entered into (trade date). Upon receipt of this notification, the company must submit to SIX Exchange Regulation within three trading days a report that discloses (among other things) the name and position of the individual and the details of the transaction. This report is required in any case, regardless of the notified transaction’s value. The report will finally be published by SIX Exchange Regulation without disclosing the individual person’s name and may be accessed through its website for a period of three years.

Enforcement

SIX Exchange Regulation is responsible for enforcing the reporting requirements and reserves the right to impose sanctions. In recent years, SIX Exchange Regulation has placed increasing emphasis on compliance with ongoing reporting obligations.

Foreign issuers

In case of a primary listing, a foreign company is subject to the same reporting obligations as are domestic issuers.

In case of a secondary listing by a foreign company, the following specific rules apply:

• A confirmation from the primary exchange of the current number of listed equity securities must be submitted once a year.
• Information arising in the company’s area of activity that is potentially price-sensitive must be published in accordance with the regulations of the primary exchange. The issuer must further ensure that SIX Exchange Regulation and the Swiss market receive the information at the same time.
• The company must specifically report to SIX Exchange Regulation any change of name, change of registered office, change to the share capital and capital structure and dividend payments/anticipated ex-dividend date on the primary exchange.

Finally, SIX Exchange Regulation conducts an annual data collection survey among issuers with a secondary listing concerning general data about the issuer and the issued securities.

Insider dealing

According to article 154 Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIA), insider dealing is prohibited and may, in extreme cases, be punished with imprisonment of up to five years or a monetary penalty. Accordingly, insider trading can be a predicate offense for money laundering offenses. This provision applies to transactions in securities that are listed on an exchange in Switzerland. Transactions in securities of a foreign company that are listed on the SIX Swiss Exchange can therefore be subject to insider dealing regulations.

According to said provision, an insider is prohibited from exploiting the knowledge of confidential information for his own or another’s economic benefit. Information is considered to be inside information for these purposes if its disclosure will considerably influence the price of the listed securities. The information must be sufficiently precise and certain, such that the effect on future price developments can be assessed in advance. As a general rule, the inside information corresponds to the price-sensitive information for purposes of ad hoc publicity (see above).

The information also needs to be confidential. Confidentiality is assumed when information is only known to a limited group of persons.

The law distinguishes between three types of insiders:

• "Primary insiders" are persons with access to inside information on a regular basis as part of their duties, regardless of whether the person is in a management position. Members of the executive management and of an oversight body (for example, members of the board of directors) are, for instance, considered to be primary insiders. Furthermore, it is also possible for people outside the company (for example, financial analysts or journalists) to qualify as a primary insider.
• "Secondary Insiders" are persons who actively obtain inside information from a primary insider (also known as tippees). Persons who obtain such information by committing a felony or a misdemeanor are also considered to be secondary insiders.
• "Coincidental insiders" are persons who obtain inside information by coincidence (for example, a member of the cleaning staff while emptying the trash or persons overhearing a conversation between primary insiders).

Whereas primary insiders are prohibited from trading, tipping off and making trading recommendations to third parties based on inside information (irrespective of whether the inside information gets disclosed), secondary insiders are only prohibited from trading, but not from tipping and making trading recommendations to third parties. While primary insiders may face imprisonment of up to five years and a pecuniary penalty, secondary insiders may face imprisonment of up to one year as well as a pecuniary penalty. Coincidental insiders, on the other hand, are only prohibited from trading, but not from tipping off and making trading recommendations and only face a fine in the event of a breach.

The FMIA also provides for an administrative regime against insider dealing set out in art. 142 FMIA which operates independently from the described criminal law regime. Art. 142 FMIA in essence prohibits the same actions as art. 154 FMIA but does not require the aim to achieve an economic benefit on the part of the offender. Furthermore, the administrative regime confers on FINMA the authority to order administrative sanctions for insider dealings against non-regulated market participants. In consideration of the broad application of the rules on insider trading, the Ordinance on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIO) provides safe harbor exceptions for various situations in which the use and/or disclosure of insider information is permitted and which, from both a criminal and regulatory perspective, lead to no sanctions. These exceptions apply to, among other things, public share buyback programs, stabilization activities after a public placement, transactions carried out in implementing one’s own investment decision and the disclosure of insider information to persons who need the inside information in order to fulfill their legal and contractual responsibilities or that receive the information with a view to entering into a contract with them. The FINMA Circular "Market Conduct Rules" provides further clarifications as to what FINMA considers to be a potential violation of insider dealing rules. It provides for very limited safe harbor rules for market participants.

Manipulation of the stock exchange price

The securities of a company listed on a Swiss stock exchange may further become the object of manipulation of the stock exchange price according to article 155 FMIA. This provision applies to any person who has the intention of considerably influencing the price of securities traded on a Swiss stock exchange, in order to secure for him- or herself or a third party an economic benefit, and therefore either disseminates misleading or false information in bad faith or purchases and sells such securities on behalf of and for the account of the same person or for persons acting in concert for such purposes. Such a person is subject to imprisonment of up to three years or a fine. Furthermore, should the economic benefit obtained exceed CHF1 million (approximately US$1.16 million), the offender may face imprisonment of up to five years or a pecuniary penalty, making such criminal behavior a predicate offense for money laundering.

The FMIA also contains administrative sanctions regarding the prohibition of market manipulation applicable to all market participants, irrespective of whether they are subject to FINMA’s supervision or not. Unlike the criminal provision in art. 155 FMIA which only applies to simulated transactions (for example, wash sales), the administrative market manipulation also encompasses real market transactions which manipulate the market price of a security. Another difference to the criminal provision is that art. 143 FMIA does not require the aim to achieve an economic benefit on the part of the offender. The FINMA Circular "Market Conduct Rules" provides further clarifications as to what FINMA considers to be potential market abuse. Further, the FINMA Newsletter 52 (2013) of 18 November 2013 (Trading own equity securities with the purpose of ensuring liquidity under the new provisions on market manipulation) contains rules to be followed in the event that the company or a securities trader on behalf of the company wishes to engage in market making.

Like for insider trading, the Swiss Federal Council passed corresponding safe harbor exceptions, such as for public share buyback programs, stabilization activities after a public offering, and the acquisition of securities with regard to a subsequent tender offer.

Sparks segment

Companies listed in the Sparks segment must generally comply with the same ongoing listing requirements. Differing from certain other jurisdictions, this SME segment is not an “unregulated” market with no or only light compliance duties. The legislative framework, including the provisions on insider trading and market manipulation as well as the provisions on public takeovers, also apply to companies listed in the Sparks standard.

If the market capitalization exceeds an average of CHF 1 billion (approximately US$1.16 billion) over the past 12 months, companies listed in the standard Sparks must transfer to the SIX main market, i.e. into the International Reporting Standard or the Swiss Reporting Standard.