About Us Press Release
Credit Suisse publishes agenda for the 2022 Annual General Meeting of Shareholders
Credit Suisse Group AG today published the agenda for the Annual General Meeting of Shareholders (AGM), which will take place on April 29, 2022. As previously communicated, this year’s AGM will be held without the personal attendance of shareholders.
Credit Suisse invites shareholders to join the AGM through a live webcast that will be broadcast on www.credit-suisse.com/agm. Shareholders are requested to vote in advance by giving a power of attorney and voting instructions to the independent proxy. The respective deadline is April 26, 2022. The voting results will be published on www.credit-suisse.com/agm shortly after the AGM. Shareholders can submit questions ahead of the AGM via an online speakers’ desk, which will remain open until April 26, 2022.
The agenda for the 2022 AGM, published today by the Board of Directors of Credit Suisse Group AG (Board), includes but is not limited to:
- Proposal on discharge of the members of the Board and the Executive Board for both the 2020 and 2021 financial years, excluding discharge in relation to the supply chain finance funds (SCFF) matter.
- Proposal for a distribution of a dividend to shareholders of CHF 0.10 per share for the financial year 2021.
- Creation of authorized capital.
- Proposal for the election of Axel P. Lehmann as Chairman of the Board as well as the election of three new non-executive members of the Board, Mirko Bianchi, Keyu Jin and Amanda Norton.
- Approval of the compensation of the Board and the Executive Board, as well as a consultative vote on the 2021 Compensation Report.
- Shareholder proposal for a special audit.
- Shareholder proposal for an amendment of the Articles of Association of Credit Suisse Group AG relating to the bank’s climate change strategy and disclosures (fossil fuel assets).
The invitation and agenda for the 2022 AGM are available on the Credit Suisse website at: www.credit-suisse.com/agm.
Discharge of the members of the Board and Executive Board for the 2020 and 2021 financial year, excluding the SCFF matter
The Board proposes that the members of the Board and the Executive Board be granted discharge for the 2020 and 2021 financial years, excluding all issues related to the SCFF matter. As a result of the Archegos and SCFF matters, the Board withdrew its proposal on the discharge of the members of the Board and the Executive Board for the 2020 financial year from the 2021 AGM agenda. The proposal was to be considered once the investigations into the two matters were completed. The investigation into both matters has been completed and the report relating to the Archegos matter was published. However, due to the ongoing process to recover investors’ funds, the legal complexities of the SCFF matter, as well as an ongoing regulatory investigation by FINMA, the Board does not intend to publish the related report. It therefore does not recommend proposing discharge with respect to this matter until the related processes are largely concluded.
As previously announced, the Board will propose to shareholders that a total cash dividend of CHF 0.10 per share be distributed for the financial year 2021. This is consistent with the reduced dividend paid for the financial year 2020, and we believe it reflects a prudent capital distribution approach for a challenging year.
Creation of authorized capital
Consistent with past practice, the Board proposes to reintroduce authorized share capital amounting to a maximum of CHF 5 million (equivalent to 125,000,000 registered shares) in order to preserve strategic and financial flexibility, including for a further development of business activities, and ensure a sufficient reserve of authorized capital, in line with regulatory expectations.
Changes to the Board
As previously announced, the Board is proposing Axel P. Lehmann for election as Chairman of the Board, and Mirko Bianchi, Keyu Jin and Amanda Norton for election as non-executive members of the Board, for a term until the end of the next AGM, with Amanda Norton joining the Board on July 1, 2022. The appointment of these three non-executive members of the Board is subject to regulatory approval.
Severin Schwan, Kai S. Nargolwala and Juan Colombas will not stand for re-election at the AGM.
All other members of the Board will stand for re-election for a further term of office of one year.
Approval of the compensation of the Board and the Executive Board and consultative vote on the 2021 Compensation Report
In accordance with the requirements of the Ordinance against Excessive Compensation with respect to Listed Stock Corporations, shareholders will vote separately, and with binding effect, on the overall compensation of the Board and the Executive Board at the AGM. The Board proposes that shareholders approve a maximum aggregate compensation for the Board of CHF 13.0 million for the period from the 2022 AGM to the 2023 AGM in a prospective vote.
The Board further proposes that shareholders approve the aggregate amount of CHF 8.6 million for short-term variable incentive compensation for the Executive Board for the 2021 financial year in a retrospective vote and the maximum aggregate amount of CHF 34.0 million of fixed compensation for the Executive Board for the period from the 2022 AGM to the 2023 AGM in a prospective vote. The Board also proposes that shareholders approve the aggregate amount of CHF 12.1 million for share-based replacement awards for new Executive Board members who joined the bank in 2022.
Consistent with the practice in prior years, the 2021 Compensation Report, which is part of Credit Suisse Group AG’s Annual Report, will be presented to shareholders for a consultative vote.
Shareholder proposal for a special audit
In March 2022, the Board received a proposal from Ethos Foundation and other shareholders requesting information and that a special audit be conducted in connection with the SCFF and the “Suisse Secrets” (also referred to as “Swiss Leaks”) matters. The Board has responded to the request for information with answers, which will be available on the Credit Suisse website at: www.credit-suisse.com/agm in the week of April 4, 2022. In light of the ongoing recovery processes in the SCFF matter, as well as legal and regulatory complexities, the Board believes that a special audit would, at this stage, be detrimental to Credit Suisse and that additional, related disclosure would prejudice the outcome of the recovery processes in particular. The Board therefore recommends that shareholders should not approve this specific proposal.
Shareholder proposal for an amendment of the Articles of Association of Credit Suisse Group AG relating to the bank’s climate change strategy and disclosures (fossil fuel assets)
The Board has received a shareholder proposal from Ethos Foundation and ShareAction on behalf of 11 institutional investors relating to Credit Suisse’s climate change strategy and disclosures. The specific focus of the proposal is on alignment, disclosure and reporting in relation to the oil, gas and coal sectors. The request proposes that the Articles of Association of Credit Suisse Group AG be amended to include a new article. While the Board agrees with the objectives of this proposal, it does not believe that these additional disclosures should be effectuated by means of an amendment to the Articles of Association of the bank. The Board has already resolved to include the additional disclosures requested in the shareholder proposal in Credit Suisse’s 2022 Sustainability Report (or Task Force on Climate-related Financial Disclosures (TCFD) disclosures) and to submit the 2022 Sustainability Report (or TCFD disclosures) for a consultative vote to shareholders at the 2023 AGM. In addition, Credit Suisse has decided to introduce new restrictions related to the financing of oil sands, deep-sea mining and Arctic oil and gas. Furthermore, due to newly introduced Swiss law reporting obligations on non-financial matters, which go into effect for the 2023 financial year, the Board intends to propose the required changes to the Articles of Association at the 2023 AGM. The Board therefore recommends that shareholders should vote against this proposal.
1Q22 Earnings Release
Credit Suisse expects to announce its financial results for the first quarter of 2022 on April 27, 2022.