Federal popular initiative "against excessive remunerations"

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The federal popular initiative "against rip-off salaries" of 2013 was a successful popular initiative in Switzerland to control executive pay of companies listed on the stock market, and to increase shareholders' say in corporate governance. It was one of three questions put to the electorate in the Swiss referendum, 2013. The vote took place on the 3 March 2013, and passed with a majority of 67.9%, with a 46% turnout. The initiative mandates the Federal Government to implement the provisions within one year, pending implementation of the final law.

The initiative partly reflected developments in the United States Dodd-Frank Wall Street Reform Act 2010 §957, that banned brokers from voting on their clients' money, and the Stewardship Code 2010 in the United Kingdom, which placed a duty on financial intermediaries to disclose their voting policies and make use of voting power. It also reflected a long running debate in Germany, which had not yet been reformed, about the position of banks.[1] In German, the title of the referendum is the Eidgenössische Volksinitiative «gegen die Abzockerei», literally Against Rip-off and in French, the Initiative populaire «contre les rémunérations abusives», literally against abusive remuneration.

Background[edit]

Given the a number of corporate scandals, leading up to the global financial crisis beginning in 2007 a medium-size businessman and politician named Thomas Minder launched a campaign "against rip-off salaries" (gegen die Abzockerei). By 26 February 2008, he had gathered 118,583 signatures to launch a referendum under the Swiss constitutional rules. Minder's concern focused on

  1. the excesses of executive pay
  2. the ability of banks, who in the Swiss (and German) system of shareholding hold all share certificates, to vote by proxy using shares owned by other people, and
  3. the inability of pension beneficiaries and policyholders to determine their deposits were being used for voting.

Supporters of the initiative spent 200,000 Swiss franc, whilst opponents spent 8 million Swiss francs in their campaign to block the reform.[2][3] The public campaign drew particular attention to the large payouts for executives of Novartis and major Swiss banks. On 3 March, the referendum results showed that 67.9 per cent of voters supported the reforms.

A German initiative followed a month later, and if passed would represent a significant broadening of pay controls in Europe.[4][needs update]

Text of the initiative[edit]

The translation of the text is as follows.[5]

I

The Federal Constitution of 18 April 1999 is amended as follows:

Art. 95 paragraph 3 (new)

(3) In order to protect the economy, private property and shareholders and to ensure sustainable management of businesses, the law requires that Swiss public companies listed on stock exchanges in Switzerland or abroad observe the following principles:

(a) Each year, the Annual General Meeting votes the total remuneration [6] (both monetary and in kind) of the Board, the Executive Board and the Advisory Board. Each year, the AGM elects the President of the Board or the Chairman of the Board and, one by one, the members of the board, the members of the Compensation Committee and the independent proxy voter or the independent representative. Pension funds vote in the interests of their policyholders and disclose how they voted. Shareholders may vote electronically at a distance; proxy voting by a member of the company or by a depositary is prohibited.

(b) Board members receive no compensation on departure, or any other compensation, or any compensation in advance, any premium for acquisitions or sales of companies and cannot act as consultants or work for another company in the group. The management of the company cannot not be delegated to a legal entity.

(c) The company statutes stipulate the amount of annuities, loans and credits to board members, bonus and participation plans and the number of external mandates, as well as the duration of the employment contract of members of the management.

(d) Violation of the provisions set out in letters a to c above shall be sanctioned by imprisonment for up to three years and a fine of up to six years’ remuneration.

II

The transitional provisions of the Federal Constitution shall be amended as follows:

Art. 197 section 8 (new)

8. Transitional provisions for article 95 paragraph 3

Pending implementation of the law, the Federal Council shall implement legal provisions within one year following the acceptance of article 95 alinea 3.

Results[edit]

Results map
Against rip-off salaries initiative – Official results[7]
Canton Yes (%) No (%) Voter turnout (%)
AGWappen Aargau matt.svg Aargau 66.8% 33.2% 44.4%
ARWappen Appenzell Ausserrhoden matt.svg Appenzell Ausserrhoden 66.3% 33.7% 51.8%
AIWappen Appenzell Innerrhoden matt.svg Appenzell Innerrhoden 61.0% 39.0% 41.9%
BLWappen Basel-Landschaft matt.svg Basel-Landschaft 67.5% 32.5% 44.5%
BSWappen Basel-Stadt matt.svg Basel-Stadt 67.3% 32.7% 49.4%
BEWappen Bern matt.svg Bern 70.3% 29.7% 42.8%
FRWappen Freiburg matt.svg Fribourg 70.3% 29.7% 44.5%
GEWappen Genf matt.svg Geneva 67.7% 32.3% 46.5%
GLWappen Glarus matt.svg Glarus 69.6% 30.4% 36.1%
GRWappen Graubünden matt.svg Grisons 65.5% 34.5% 56.2%
JUWappen Jura matt.svg Jura 77.1% 22.9% 40.6%
LUWappen Luzern matt.svg Lucerne 66.3% 33.7% 46.2%
NEWappen Neuenburg matt.svg Neuchâtel 71.9% 28.1% 41.7%
NWWappen Nidwalden matt.svg Nidwalden 57.7% 42.3% 49.0%
OWWappen Obwalden matt.svg Obwalden 56.1% 43.9% 51.6%
SHWappen Schaffhausen matt.svg Schaffhausen 75.9% 24.1% 64.9%
SZWappen des Kantons Schwyz.svg Schwyz 60.8% 39.2% 49.2%
SOWappen Solothurn matt.svg Solothurn 67.9% 32.1% 48.6%
SGWappen St. Gallen matt.svg St. Gallen 66.4% 33.6% 44.0%
TIWappen Tessin matt.svg Ticino 70.7% 29.3% 41.5%
TGWappen Thurgau matt.svg Thurgau 70.5% 29.5% 43.1%
URWappen Uri matt.svg Uri 64.3% 35.7% 41.4%
VDWappen Waadt matt.svg Vaud 66.5% 33.5% 41.4%
VSWappen Wallis matt.svg Valais 63.7% 36.3% 67.8%
ZGWappen Zug matt.svg Zug 58.2% 41.8% 51.9%
ZHWappen Zürich matt.svg Zurich 70.2% 29.8% 47.0%
Eidgenössisches Wappen ÜÜÜSwitzerland 67.9% 32.1% 46.0%

Significance[edit]

The Swiss referendum had an immediate impact on other countries seeking its own reforms.[8] It led to calls by the German Social Democratic Party to introduce similar reforms in Germany.[9]

Criticism[edit]

Daniel Alpert of The Century Foundation saw the measures as unnecessary.[10]

See also[edit]

Notes[edit]

  1. ^ See the Geßler Commission (1979)
  2. ^ Peer Teuwsen (de) (24 Januar 2013), "Initiative gegen „Abzocker“: Minders Kampf" (in German), Die Zeit (5)
  3. ^ Andreas Fagetti (31 Januar 2013), "Eine Watsche für die da oben" (in German), WOZ Die Wochenzeitung (de) (5)
  4. ^ Germany Weighs Pay Curbs; Legislation Would Give Shareholders More Say Over Executive Compensation March 12, 2013 WSJ
  5. ^ nb Official translations are only available in German, French and Italian.
  6. ^ The German word "Vergütung" refers generally to any pay, remuneration or compensation in return for work
  7. ^ "Vorlage Nr. 568 - vorläufige amtliche Endergebnisse" (in German). Bundeskanzlei. 2013-03-03. Retrieved 2013-03-03. 
  8. ^ 'Excess Under Siege: Europe Gains Momentum against Corporate Greed' (4 March 2013) Spiegel Online
  9. ^ Schweizer Volksabstimmung: SPD fordert Anti-Gier-Gesetz für Deutschland' (4 March 2013) Spiegel Online
  10. ^ The Swiss Miss on Executive Pay; Mandatory shareholder approval in public companies is unnecessary March 17, 2013 Wall Street Journal

External links[edit]