Proxy advisory firms aid shareholders in the execution of their voting rights. Based on the annual reports or remuneration schemes of a company limited by shares, they provide recommendations on shareholder voting at the general meeting. However, conflicts of interest might occur if proxy advisory firms act on behalf of the company while simultaneously fulfilling their obligations to shareholders.

On behalf of Parliament (Motion 19.4122 Minder), the Federal Council proposes an amendment to the Swiss Code of Obligations mandating companies limited by shares to disclose any potential conflicts of interest related to proxy advisory firms before a general meeting. The purpose of the revision is to clarify to shareholders whether proxy advisory firms represent the company itself limited by shares. Nevertheless, such disclosure requirement would not apply in cases where it is confirmed that no voting recommendations have been issued.

During its meeting on 13 May 2026, the Federal Council initiated the consultation process regarding a proposed amendment to the Swiss Code of Obligations. The consultation will continue until 4 September 2026.