Responsible Business Initiative (RBI)
On 29 November 2020, the popular initiative “For Responsible Businesses – Protecting Human Rights and the Environment” was rejected by Swiss voters. As a result, the Federal Council will proceed with the indirect counterproposal — the amendment to the Swiss Code of Obligations dated 19 June 2020 — to be published in the Federal Gazette.
Assuming no optional referendum is called (which is considered unlikely), the new transparency and due diligence obligations will come into force as soon as the corresponding ordinance is finalized, likely in 2022. These obligations must then be fulfilled for the first time in the financial year starting one year after entry into force. For companies with a calendar-based financial year, this will likely be the fiscal year 2023.
The regulations from the indirect counterproposal will be incorporated into the Swiss Code of Obligations (Art. 964bis ff.). They apply to:
Public interest entities, including listed companies and regulated financial institutions
That, together with controlled subsidiaries (domestic or foreign), meet the following thresholds:
a) an annual average of at least 500 full-time employees, and
b) either a balance sheet total of CHF 20 million or revenue of CHF 40 million.
These companies must publish an annual report on:
Environmental matters (including CO₂ targets)
Social and employee-related matters
Respect for human rights
Anti-corruption measures
Companies without a concept for non-financial reporting may abstain from such reporting, but must provide a clear and reasoned explanation (“comply or explain”).
Companies based in Switzerland that import or process minerals or metals containing tin, tungsten, or gold from conflict-affected or high-risk areas must comply with specific supply chain due diligence obligations and report annually on their implementation.
The same obligations apply to companies offering products or services where there is a justified suspicion of child labour in their origin.
Failure to comply with the transparency rules is a criminal offence. False or omitted reports may result in fines of up to CHF 100,000.
Regardless of the RBI reporting obligations, transparency provisions from the revised company law of 19 June 2020 will apply earlier — from 1 January 2021 — to companies active in:
Extraction of minerals, oil, or gas
Logging in primary forests
Listed companies with gender representation quotas for boards and management
Under transitional provisions, the first reports under these rules must cover financial years beginning on or after 1 January 2022.