Corporate governance (Switzerland)

Corporate governance in Switzerland refers to the framework of rules, principles and practices governing the direction and control of Swiss companies. Key reference frameworks include the Swiss Code of Best Practice for Corporate Governance (economiesuisse), the SIX Exchange Regulation's Directive on Information relating to Corporate Governance for listed companies, and the CO provisions on board responsibilities. Swiss governance is characterised by strong shareholder rights, the separation of board and management functions, stringent audit requirements and robust transparency standards. In M&A, governance quality directly affects valuation: a well-governed company commands lower risk premiums.

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Example: in the acquisition of a Swiss SA, due diligence assesses governance quality across five dimensions: board composition (independence, expertise), internal control framework, related party transaction management, management incentive alignment and financial reporting quality. A company meeting Swiss Code best practice standards in all five areas receives a lower specific risk premium in the WACC — directly increasing the valuation.

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Hectelion assesses governance quality as a valuation driver and due diligence factor in every Swiss acquisition.