SIX Exchange Regulation fines Mindset Holding AG
According to the Directive on Information Relating to Corporate Governance, issuers must publish certain information relating to their corporate governance in their annual report. This must include among other things clear information on the content and method for determining remuneration and shareholding programs for members of the board of directors and executive board. The annual report 2009 of Mindset Holding AG either did not provide this information, or the information provided was insufficient. In addition, further minor deficiencies were found.
SIX Exchange Regulation had already brought the deficiencies to the attention of the company in 2009 in relation to its 2008 annual report and had unsuccessfully requested that it make improvements in this respect.
In accordance with the obligations regarding the maintenance of listing, companies listed on SIX Swiss Exchange must report the entry into the Commercial Registry of newly created securities from conditional capital. Mindset Holding AG should have made such a disclosure in both 2008 and 2009, but failed to do so contrary to regulations. The disclosure was not made until summer 2010, following repeated reminders. The company was therefore in breach of the obligations of the maintenance of listing. The breach of this obligation can result in the relevant data held by the stock exchange, which are being used for the trading system and the trading data, not matching the information entered into the Commercial Registry.
In considering the sanction, SIX Exchange Regulation has taken into account the gravity of the breach, the degree of fault, the issuer's sensitivity to a penalty and the fact that the company was not subject to any sanctions in the preceding three years.
For more information on corporate governance please visit: http://www.six-exchange-regulation.com/obligations/governance_en.html
Information on the reporting obligations can be found at: http://www.six-exchange-regulation.com/obligations/reporting_en.html
This sanction decision will be put on the website of SIX Exchange Regulation shortly. Previous sanctions pronounced in connection with corporate governance can be found at: http://www.six-exchange-regulation.com/enforcement/sanction_decisions/corporate_governance_en.html
For earlier sanctions pronounced in connection with the reporting obligations, please visit: http://www.six-exchange-regulation.com/enforcement/sanction_decisions/reporting_obligations_en.html
The Corporate Governance Directive obligates issuers to publish key aspects regarding their top management, including the composition of the highest governing bodies, how they interact und how they are compensated, as well as the auditing body and the shareholder participation rights. This information helps investors to assess the properties of securities and the quality of issuers.
The reporting obligations are intended to ensure that technical and administrative information on listed securities is made available to SIX Swiss Exchange Ltd and market participants in a timely manner and suitable form. Full compliance with the reporting obligations helps to ensure that trading can be carried out in an orderly and smooth manner. In addition, it supports SIX Exchange Regulation's supervisory function and helps improve transparency in the market.
SIX Exchange Regulation
SIX Exchange Regulation performs the functions assigned under Swiss federal law and enforces and monitors compliance with the rules laid down by the Regulatory Board. SIX Exchange Regulation imposes sanctions in so far as it is authorised to do so by the regulations, or submits sanction requests to SIX Swiss Exchange's Sanction Commission.
SIX Exchange Regulation's independence from SIX Swiss Exchange's operating business is guaranteed by its direct subordination to the Chairman of the Board of Directors of SIX Group. SIX Exchange Regulation consists of the divisions Listing & Enforcement, responsible for regulating issuers, and Surveillance & Enforcement monitoring trading.
SIX Exchange Regulation can penalise violations of the provisions laid down in the Listing Rules through the issuance of a sanction notice if such a sanction takes the form of a warning, reprimand or fine. The affected party may appeal a sanction notice to the Sanction Commission.