An interview with Dr. iur. Felix Horber

New Swiss Corporate law now allows virtual and hybrid AGMs

Since 1 January 2023, joint-stock corporations can conduct their Annual General Meetings physically, purely virtually or in a mixed, i. e. hybrid form. We asked Dr. iur. Felix Horber, Secretary General of Swiss Re and President of the Nimbus Advisory Board, about his view of the legal situation.

Mr Horber, as Swiss Re’s Secretary General, you are probably very busy preparing the 2023 Annual General Meeting. What changes have there been since the new Corporate law has come into force?
“The basic principle has not changed at all: an AGMs remains a listed company’s topmost instance. What’s new about it is that an AGM can be held not only in the physical presence of the shareholders, but also online (virtually) or in a hybrid form. Mind you, this is just an option, not an obligation. All companies can choose the form they consider most appropriate. However, each one of them must set out the necessary statutory basis in order to enable a purely virtual assembly.”

Many companies will therefore ask their shareholders this year to approve virtual conducting of General Assemblies in future.
“Precisely. The company needs its shareholders’ consent to forego physical immediacy. If they haven’t done so yet, many companies will revise their Articles of Association accordingly after the vote in 2023, thus laying the legal foundation that will allow them to choose the implementation form freely as per 2024.”

Nimbus is successfully testing the implementation of virtual AGMs. Will physical AGMs no longer be held in the near future?
“During the pandemic, many companies gained some experience in carrying out AGMs using various virtual methods. Moreover, technical prerequisites, e. g. capacities, bandwidths, and backup scenarios, are continuously improving. I think that the possibilities will be explored step by step. Still, I don’t believe physical assemblies will disappear completely because they are an opportunity for companies to interact with stakeholders.

Holding an AGM virtually with a large number of shareholders participating in real time and voting via the Internet can be quite a challenge. The capacity tests carried out by Nimbus demonstrate the technical capability of its solution to tackle this challenge successfully.

Even when holding AGMs physically, companies will increasingly use digital elements. Looking at the convening process, the trend is clearly going towards ‘printing less paper, sending less paper’. What’s more, stakeholders are getting more and more used to receiving and processing electronic information. However, companies need to make sure the contents can be found and accessed effortlessly. In other words, digital interaction must be configured in a shareholder-friendly way.”

As shareholder-friendly as the NIMBUS ShApp internet platform?
“NIMBUS ShApp is an elegant solution: it is easy to handle, available in several languages, presents the required information clearly and can be adapted to the individual corporate design. Users can define how much digital communication they want, and have the option to change their preferences anytime. In addition, clients benefit from the renowned quality of the services provided by the Nimbus teams.”

Thank you very much for your comments, Mr Horber.