Reporting on non-financial matters: recent developments and their impact on the Internal Control System (ICS). Duties of the board of directors and management to be extended in Swiss companies

Abstract

In 2008 and 2012, important revisions of the Swiss Code of Obligations (CO) were implemented regarding the ICS. In the meantime, the ICS has become an important part of governance, compliance management, and auditing for Swiss companies. Following the rejection of a popular initiative on corporate responsibility in 2020, international pressure on Swiss legislators increased significantly. Although Art. 964ff CO on the transparency on non-financial matters concerning Swiss companies entered into force in 2022, international pressure persists. Current climate discussions and the efforts of the European Union (EU) regarding the Corporate Sustainability Reporting Directive (CSRD) continue to put pressure on Swiss companies to make their non-financial efforts visible.In parallel to mandatory financial reporting according to Art. 964ff CO, many Swiss companies prepare information on non-financial matters voluntarily. However, the debate on the national response regarding increased international pressure, e.g., to the CSRD, started at the meeting of the Federal Council on June 26, 2024. The draft of the new law anticipates that the Federal Council wants to expand the duty to prepare reports on non-financial matters on more companies. In particular, non-public companies exceeding certain thresholds would additionally be obliged. The Federal Council also anticipates to introduce an audit obligation—a novelty with regard to non-financial matters in Switzerland.Moreover, reporting on non-financial matters is not to be underestimated and needs to be integrated into management processes. The ICS is an effective instrument for this purpose. This article demonstrates how internal control can help Swiss companies reduce their risks as well as operationally support the achievement of non-financial goals and aims to provide practical recommendations.