On 3 March 2013, Swiss voters approved the constitutional initiative against excessive compensation which requires, among other things, shareholder approval of board and executive management compensation (the “Minder Initiative”). Final implementation of the Minder Initiative requires legislative action by the Swiss Parliament; however, in the interim the Swiss Federal Council is required to issue an implementing ordinance. A preliminary draft of this ordinance was published on 14 June 2013.

CapLaw intends on dedicating a full issue to the Minder Initiative ordinance once it is finalized by the Swiss Federal Council and comes into full force and effect. In the meantime, the below summarises some initial considerations based on the preliminary draft ordinance published on 14 June 2013.