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Annual General Meeting Minutes

Annual General Meeting Minutes Template for Switzerland

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Key Requirements PROMPT example:

Annual General Meeting Minutes

"I need Annual General Meeting Minutes for a Swiss private technology company's virtual AGM scheduled for March 15, 2025, including special resolutions for a share capital increase and board member changes."

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Document background
Annual General Meeting Minutes are a crucial corporate governance document required under Swiss law for all companies registered in Switzerland. These minutes serve as the official record of the company's yearly mandatory shareholders' meeting, documenting all proceedings and decisions made. The document must comply with the Swiss Code of Obligations and include specific elements such as attendance records, voting results, and formal resolutions. AGM Minutes are particularly important as they provide legal proof of corporate decisions and can be referred to in case of disputes or regulatory inquiries. They must be signed by the appropriate officers (typically the Chairman and Secretary) and maintained in the company's records. The minutes also serve as evidence of compliance with statutory requirements and good corporate governance practices.
Suggested Sections

1. Meeting Details: Date, time, location/format (physical/virtual/hybrid) of the meeting

2. Attendance: Chair, secretary, vote counters, shareholders present/represented, and total shares represented

3. Preliminary Matters: Confirmation of proper convocation, quorum verification, and appointment of meeting officials

4. Agenda: List of all items to be discussed and voted upon

5. Annual Report and Accounts: Presentation and discussion of annual report, financial statements, and auditor's report

6. Resolutions: Detailed record of each resolution presented, voting results, and formal adoption

7. Board Elections: Results of elections/re-elections of board members if due

8. Auditor Appointment: Resolution on the appointment/reappointment of auditors

9. Closing: Time of meeting conclusion and signature block for Chairman and Secretary

Optional Sections

1. Shareholder Questions and Discussions: Record of Q&A session and significant discussions, if any occurred

2. Special Resolutions: For any extraordinary items requiring supermajority approval

3. Dividend Declaration: If dividend distribution is proposed and approved

4. Constitutional Amendments: If any changes to articles of association were proposed

5. Compensation Report: For listed companies subject to the Ordinance against Excessive Compensation

6. Objections: Record of any formal objections raised by shareholders

Suggested Schedules

1. Attendance List: Detailed list of attending shareholders and their shareholdings

2. Voting Results Summary: Detailed breakdown of votes for each resolution

3. Proxy Forms: Copies of valid proxy forms submitted

4. Meeting Notice: Copy of the original meeting notice and confirmation of its distribution

5. Presentation Materials: Copies of any presentations or materials shown during the meeting

6. Annual Report: Copy of the annual report and financial statements presented

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Energy

Real Estate

Transportation

Telecommunications

Professional Services

Consumer Goods

Industrial

Agriculture

Mining

Construction

Education

Media

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Executive Office

Investor Relations

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Board Secretary

Compliance Officer

Corporate Governance Officer

Board Member

Chairman of the Board

Chief Legal Officer

General Counsel

Corporate Affairs Director

Investor Relations Manager

Chief Financial Officer

Risk Manager

Industries
Swiss Code of Obligations (OR), Articles 698-706b: Core legislation governing general meetings, including mandatory agenda items, shareholders' rights, and voting requirements
Swiss Code of Obligations (OR), Article 702: Specific requirements for meeting minutes, including mandatory content and documentation of resolutions
Swiss Code of Obligations (OR), Article 703: Rules regarding passing of resolutions and determination of majority requirements
Swiss Corporate Governance Code: Best practice guidelines for corporate governance in Swiss companies, including recommendations for AGM procedures
Federal Act on Intermediated Securities (FISA): Relevant for listed companies regarding shareholder registration and voting rights verification
COVID-19 Ordinance 3: Current provisions allowing for virtual or hybrid general meetings (if still applicable)
Company Articles of Association: Company-specific rules that may contain additional requirements for AGM procedures and documentation
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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