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Our analysis of the 2025 proxy season for SMI-listed companies (excluding Richemont and Logitech) highlights continued progress in corporate governance, investor engagement, and transparency. Key themes and trends are summarized below:
Governance Highlights
- Board Diversity & Independence: SMI issuers improved gender diversity and leadership independence, leading to increased shareholder support.
- Remuneration Responsiveness: Companies addressed investor concerns through enhanced disclosure, particularly in remuneration reports.
- ESG Oversight: Disclosure of board oversight on ESG matters improved, though expectations continue to rise.
- Auditor Tenure: Average tenure dropped below 10 years, with support increasing to nearly 95%.
Meeting Format & Participation
- Physical Meetings Prevail: Swiss companies maintained in-person AGMs, avoiding the controversy seen in other markets.
- Stable Quorum: Participation levels recovered from 2024 disruptions, aligning with pre-2022 averages.
Board Elections & Shareholder Rights
- Improved Support: Board-related proposals saw stronger support, especially committee appointments.
- Persistent Concerns: Overboarding, chair independence, and unequal voting rights remain key investor focus areas.
- Emerging Topics: AI oversight and cybersecurity are gaining attention, though not yet impacting votes.
Remuneration Trends
- Positive Momentum: No failed proposals in 2025; support increased across all vote types.
- ESG Metrics Embedded: ESG criteria are now standard in remuneration systems, with investors expecting clear disclosure on any changes.
- Transparency Expectations Rising: Enhanced reporting may lead to higher investor demands in future seasons.
Audit & Non-Financial Reporting
- Audit Proposals Uncontroversial: Support increased, but stricter guidelines are expected from 2026.
- Non-Financial Reports: Slight decline in support due to evolving European investor expectations, not proxy advisor misalignment.
Looking Ahead
- Global Regulatory Shifts: U.S. developments may reduce voting transparency, requiring careful interpretation of investor feedback.
- Board Oversight Disclosure: Companies should strengthen reporting on human capital, IT security, and AI governance.
- Remuneration Transparency: Tailored disclosures will be key, especially for controversial decisions.
- Activism Risks: Unequal voting structures and poor reporting on sensitive markets may trigger investor activism.
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Summary
Our analysis of the 2025 proxy season for SMI-listed companies (excluding Richemont and Logitech) highlights continued progress in corporate governance, investor engagement, and transparency.
