Corporate Info Press Release
Credit Suisse publishes its Annual Report 2019 and agenda for the Annual General Meeting of Shareholders on April 30, 2020
All of the documents listed above are available on the Credit Suisse website.
The Credit Suisse Annual General Meeting (AGM) on April 30, 2020 will be held in accordance with the requirements of the Ordinance of the Swiss Federal Council on combatting COVID-19.
Shareholders will not be allowed to attend the event in person and are requested to vote in advance by giving a power of attorney and voting instructions to the independent proxy. The respective deadline is April 27, 2020.
Credit Suisse invites shareholders to join the AGM through webcast on www.credit-suisse.com/agm, and asks them not to travel to the venue in Horgen. Shareholders on site cannot be granted access to the venue.
The voting results will also be published on www.credit-suisse.com/agm shortly after the AGM.
The Agenda for the 2020 AGM, published by the Board of Directors of Credit Suisse Group AG, includes:
- Proposal for a distribution of a dividend to shareholders of CHF 0.2776 per share for the financial year 2019; 50% of the distribution will be paid out of capital contribution reserves, 50% out of retained earnings.
- Proposal for the election of Richard Meddings as new non-executive member of the Board of Directors for a term until the end of the next AGM.
- Proposal for the re-election of the Chairman and the other members of the Board of Directors; Alexander Gut will not stand for re-election.
- Approval of the compensation of the Board of Directors and the Executive Board, as well as a consultative vote on the 2019 Compensation Report.
Distribution payable out of capital contribution reserves
As previously announced, the Board of Directors will propose to the shareholders at the AGM on April 30, 2020 a cash distribution of CHF 0.2776 per share for the financial year 2019. This is in line with our intention to increase the ordinary dividend per share by at least 5% per annum. 50% of the distribution will be paid out of capital contribution reserves, free of Swiss withholding tax and not subject to income tax for Swiss resident individuals, and 50% will be paid out of retained earnings, net of 35% Swiss withholding tax.
Changes to the Board of Directors
The Board of Directors of Credit Suisse Group AG is nominating Richard Meddings for election as a new non-executive member of the Board of Directors at the AGM on April 30, 2020. Richard Meddings, Chairman of the UK bank TSB Bank plc, is a recognized financial expert with over 30 years of experience in the financial services sector spanning retail banking, wealth management and investment banking. Richard Meddings is expected to succeed John Tiner as Chair of the Audit Committee, subject to his election at the AGM and formal appointment by the Board.
After four years on the Board of Directors of Credit Suisse Group, Alexander Gut will not stand for re-election at the AGM on April 30, 2020.
Chairman Urs Rohner and the other members of the Board of Directors of Credit Suisse Group AG will stand for re-election for a term until the end of the next AGM.
Having served on the Board for 11 years, and consistent with the maximum standard term limit of 12 years, Urs Rohner has confirmed to the Board a long time ago that he will not stand for re-election at next year’s AGM in 2021. The Governance and Nominations Committee is leading the succession planning process for this role, which is well underway and progressing according to plan.
Approval of the compensation of the Board of Directors and the Executive Board
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 of Directors and the Executive Board at the AGM.
Shareholders approve, on an annual basis, the compensation of the Board of Directors in a prospective vote for the period until the next ordinary General Meeting of Shareholders, i.e. until the 2021 AGM. The Board of Directors proposes that shareholders approve a maximum aggregate compensation for the Board of Directors of CHF 12.0 million.
Additionally, the shareholders, on an annual basis, approve the compensation of the Executive Board. Compensations consists of: fixed compensation, short-term variable incentive compensation and long-term variable incentive compensation.
For the 2020 AGM, the Board of Directors proposes that shareholders approve the aggregate amount of CHF 22.4 million for short-term variable incentive compensation for the 2019 financial year in a retrospective vote and the aggregate amount of CHF 28.6 million for long-term variable incentive compensation for the Executive Board for the 2020 financial year (based on fair value at grant) in a prospective vote. Additionally, the Board of Directors proposes that shareholders approve a maximum aggregate amount of CHF 31.0 million of fixed compensation for the Executive Board for the period from the 2020 AGM until the 2021 AGM in a prospective vote.
Consultative vote on the 2019 Compensation Report
Consistent with our practice in prior years, the 2019 Compensation Report, which is part of Credit Suisse Group AG’s Annual Report, will be presented to shareholders at the 2020 AGM for a consultative vote.
Invitation to the AGM and Publication of Agenda
The invitation and Agenda for the 2020 AGM are available on the Credit Suisse website at: www.credit-suisse.com/agm.
2019 Annual Reporting Suite
The 2019 Annual Report contains a detailed presentation of the Group’s structure, corporate governance, compensation practices and treasury and risk management framework. Additionally, it includes a review of the Group’s operating and financial results accompanied by its audited annual financial statements.
The 2019 Corporate Responsibility Report describes how Credit Suisse Group AG assumes its various responsibilities as a bank towards society and the environment. “Corporate Responsibility – At a glance” provides an overview of the most important processes and activities that reflect our approach to corporate responsibility.
All publications are available for download as of 07:00 CET today, and hard copies can be ordered free of charge, at: www.credit-suisse.com/annualreporting.
The 2019 Annual Report on Form 20-F will be filed with the US Securities and Exchange Commission during the course of today, and will be available for download at: www.credit-suisse.com/sec.
1Q20 Earnings Release
Credit Suisse expects to announce its financial results for the first quarter of 2020 at 07:00 CEST on April 23, 2020.
Biography of the proposed new non-executive Board member
Richard Meddings, Chairman of the UK bank TSB Bank plc (TSB), is a recognized financial expert with over 30 years of experience in the financial services sector spanning retail banking, wealth management and investment banking. He qualified as a chartered accountant with Price Waterhouse and then started his banking career at Hill Samuel Bank in corporate finance in 1984. In the subsequent years he held senior finance roles at Credit Suisse First Boston (former BZW) and Woolwich, before joining Barclays in 2000 as Group Financial Controller and COO of the Wealth Management Division. Following that, he was a member of the main board of Standard Chartered Group plc from 2002 to 2014 and held the position of Group Finance Director during the period from 2006 to 2014. In addition to his Chairman role at TSB, Richard Meddings currently serves as a non-executive director and Chair of the Audit Committee of Her Majesty’s Treasury in the UK. Former non-executive roles include supervisory board member and Chair of the Audit Committee at Deutsche Bank AG, non-executive director and Chair of the Risk Committee at Legal and General Group plc, non-executive director, Chair of the Remuneration Committee and member of the Audit and Risk Committees at Jardine Lloyd Thompson Group, and non-executive director and Lead Independent Director at 3i Group. Richard Meddings is a chartered accountant and holds a bachelor’s degree in modern history from the University of Oxford. He is a UK citizen.