NIMBUS Solutions Suite with Direct Voting: cutting-edge technology and legal compliance

Ready for the revised corporate law

Virtual AGMs will be introduced with the implementation of the revised Swiss company law that is due to take effect in January 2023. Before that and as an intermediate solution, the COVID ordinance will allow Annual General Meetings in written or electronic form. We asked Dr. iur. Stefan Müller what the technology provider Nimbus will do to ensure the full legal compliance of their software products and services at all times.

Mr Müller, you and your office have been Nimbus’ legal advisors since the business was first founded, haven’t you?
“Share register management is a clearly regulated legal area. Therefore, complying with corporation law is one of the prerequisites for solution and service providers. For a company to achieve success, the capacity to proficiently manage the combined fields of legal requirements and technological possibilities is key. Hansjörg Stucki was aware of this early on, i. e. when he founded his business Nimbus AG. We provide the company with our legal consulting services in all things related to share registers and Annual General Meetings and have been doing so for 30 years.”

The AGM year 2020 had big challenges in store. However, Nimbus reacted very quickly to the pandemic situation: a few days after the COVID-19 ordinance was published, the company succeeded in organizing a legally compliant Annual Meeting for an important client.
“One of Nimbus’ strengths is to look ahead and to act flexibly. The company has shown this quality more than just once: in 1993, it was the only provider that could come up with an interface for SEGA Intersettle. Also, it had an electronic voting unit on offer early on, and adjusted its solutions suite well before the VegüV (Ordinance against Excessive Compensation in Listed Stock Corporations) came into force.

Nimbus is fully self-funded, combines technological with legal knowhow and holds all the rights (copyrights, patents, design rights, etc.) to its products. These are designed by its own developers in the Glarnerland region. Such qualities help to speed up decisions. Also, the business has the necessary resources to implement decisions immediately. Finally, Nimbus keeps its word and never promises more than it can fulfil. When sudden changes occur, the people at Nimbus make every effort to find an adequate solution for their customers. In 2020, they once again succeeded in meeting this goal.”

Virtual AGMs will be permitted once the revised Swiss company law is in force. As a legal expert, what do you think of this possibility?
“I can see big challenges coming for companies, but also for their service providers. It is beyond question that the technology is mature for this step. But who will be responsible if outside influences prevent a legally compliant execution of a meeting? For example, what if a telecommunications or power failure occurs? What if someone claims they could not vote, but this cannot be verified? Such potential events will require in-depth legal investigations, as well as the companies’ and service providers’ willingness to bear their respective responsibility.“

Direct Voting can very well be used in consultative voting processes, however?
‟This is correct. The system is ideal for sounding out opinions or capturing moods. Nimbus’ Direct Voting technology is fully developed and companies are already using it to this effect, collecting very useful information. When the revised corporate law becomes effective, Nimbus clients will benefit from an experienced team and a perfected software that is integrated into the AGM system.”

Your office has been supporting Nimbus AG for 30 years; has there been any litigation?
“Yes, but the company has been able to avoid serious legal disputes so far. This is thanks to the people that represent the company’s name. Mistakes have certainly happened for which Nimbus took responsibility and reached an amicable settlement – and has been doing so for the last 30 years! The carefully drafted contracts and the reliable provision of services are some of the essential qualities of Nimbus AG.”

Mr Müller, thank you so much for these insights.