About Us Press Release
Credit Suisse publishes its 2020 Annual Report, launches its Sustainability Report and communicates the agenda for the 2021 Annual General Meeting of Shareholders
All of the documents listed above are available on the Credit Suisse website.
2020 annual reporting suite and launch of the Sustainability Report
The 2020 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.
For 2020, Credit Suisse has enhanced the scope of the reporting included in the former Corporate Responsibility Report and is publishing this for the first time as the Credit Suisse Sustainability Report. It shows how Credit Suisse’s commitments and aspirations in sustainability are put into practice as a key component of the bank’s operations. The Sustainability Report provides an overview of our principal activities and milestones and includes new disclosures pursuant to the Sustainability Accounting Standards Board (SASB) standards for the first time, as well as enhanced Task Force on Climate-related Financial Disclosures (TCFD) disclosures. Lydie Hudson, CEO of Sustainability, Research & Investment Solutions (SRI), says: “The Sustainability Report underscores our commitment to transparency and dialogue with stakeholders. We are delighted to share with you details of our ESG strategy in the context of our enhanced efforts that started with the creation of SRI in July 2020.”
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 2020 Annual Report on Form 20-F will be filed with the US Securities and Exchange Commission and will be available for download at: www.credit-suisse.com/sec.
2021 Annual General Meeting of Shareholders
The Credit Suisse Annual General Meeting (AGM) on April 30, 2021 will be held in accordance with the requirements of Ordinance 3 of the Swiss Federal Council on measures to combat the coronavirus (COVID-19) and without the personal attendance of shareholders. 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 27, 2021. Credit Suisse invites shareholders to join the AGM through a webcast on www.credit-suisse.com/agm. The voting results will also be published on www.credit-suisse.com/agm shortly after the AGM. The agenda for the 2021 AGM, published by the Board of Directors of Credit Suisse Group AG (Board of Directors), includes but is not limited to:
- Proposal for a distribution of a dividend to shareholders of CHF 0.2926 per share for the financial year 2020 with 50% being paid out of the capital contribution reserves and 50% from retained earnings.
- Proposal for the election of António Horta-Osório as a new member and Chairman of the Board of Directors for a term until the next AGM; Urs Rohner is not standing for re-election.
- Proposal for the election of Clare Brady and Blythe Masters as new members of the Board of Directors for a term until the end of the next AGM. Proposal for the re-election of the other members of the Board of Directors; Joaquin J. Ribeiro and John Tiner are not standing for re-election.
- Approval of the compensation of the Board of Directors and the Executive Board, as well as a consultative vote on the 2020 Compensation Report.
Distribution payable out of capital contribution reserves and retained earnings
As previously announced, the Board of Directors will propose to the shareholders at the AGM on April 30, 2021 a cash distribution of CHF 0.2926 per share for the financial year 2020. 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 holding the shares as a private investment, and 50% will be paid out of retained earnings, net of 35% Swiss withholding tax.
Changes to the Board of Directors
Having served the Board of Directors for the maximum standard term limit of 12 years, of which 10 years as Chairman, Urs Rohner is not standing for re-election. The Board of Directors proposes to the shareholders to elect António Horta-Osório as a new member and Chairman of the Board of Directors for a term until the end of the next AGM. Additionally, the Board of Directors puts forward proposals for the election of Clare Brady and Blythe Masters as new members of the Board of Directors for a term until the end of the next AGM. After having served the Board of Directors for 12 years, John Tiner has reached the maximum standard term limit and will therefore not be standing for re-election. Joaquin J. Ribeiro joined the Board of Directors in 2016 and will also not be standing for re-election. All other members of the Board of Directors will stand for re-election for a further term of office of one year.
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 2022 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 2021 AGM, the Board of Directors proposes that shareholders approve the aggregate amount of CHF 15.7 million for short-term variable incentive compensation for the 2020 financial year in a retrospective vote and the aggregate amount of CHF 25.1 million for long-term variable incentive compensation (based on fair value at grant) for the Executive Board for the 2021 financial year 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 2021 AGM until the 2022 AGM in a prospective vote.
Consultative vote on the 2020 Compensation Report
Consistent with our practice in prior years, the 2020 Compensation Report, which is part of Credit Suisse Group AG’s Annual Report, will be presented to shareholders at the 2021 AGM for a consultative vote.
Invitation to the AGM and publication of agenda
The invitation and agenda for the 2021 AGM are available on the Credit Suisse website at: www.credit-suisse.com/agm.
1Q21 Earnings Release
Credit Suisse expects to announce its financial results for the first quarter of 2021 on April 22, 2021.
Biography of the proposed new member and Chairman of the Board of Directors
António Horta-Osório, born in 1964, is a citizen of both Portugal and the UK. He is the Group Chief Executive of Lloyds Banking Group, the largest retail and commercial bank in the UK, until the end of April 2021. António Horta-Osório is a leading figure in the financial services industry, with a successful career in the international banking business dating back more than 30 years. He started his banking career in 1987 at Citigroup in Portugal, where he became Head of Capital Markets. From 1991 to 1993, he worked in corporate finance at Goldman Sachs in New York and London. In 1993, he joined Grupo Santander, where he held various management functions as Chief Executive Officer, developing and expanding the business successfully in various core countries, including at Banco Santander de Negócios Portugal, Banco Santander Brazil, at which he also held the Chair function, and Banco Santander Totta (Portugal). Following tenures as Executive Vice President of Banco Santander in Spain and Chief Executive Officer of Santander UK/Abbey, he assumed his current role at Lloyds Banking Group in 2011. Furthermore, António Horta-Osório served on the Court of Directors of the Bank of England from 2009 to 2011, in a personal capacity. In addition to his role with Lloyds Banking Group, António Horta-Osório currently serves as a non-executive director at Exor in the Netherlands, at Fundação Champalimaud in Portugal, Sociedade Francisco Manuel dos Santos in Portugal, and Stichting/Enable INPAR in the Netherlands, as well as Chairman of the Board of Trustees of the Wallace Collection in London. In addition, he is the Chairman designate of BIAL, a privately held pharmaceutical company in Portugal. António Horta-Osório holds a degree in management and business administration from the Catholic University of Lisbon, as well as an MBA from INSEAD, and has completed an AMP from Harvard Business School. Upon his election to the Board of Directors of Credit Suisse, António Horta-Osório intends to take up residence in Switzerland. The Board of Directors has determined him to be independent under the Group’s independence standards.
Biographies of the proposed new members of the Board of Directors
Clare Brady, born in 1963, a British citizen, was Director of Internal Audit at the International Monetary Fund (IMF) from 2014 to 2017, and has been a member of the Audit and Risk Commission of the International Federation of Red Cross and Red Crescent Societies (IFRC) in Switzerland since 2020. In addition, she has been a non-executive member of the Board of Directors of Fidelity Asian Values in the UK since 2019 and a Trustee of The Golden Charter Trust in Scotland since 2020. She is a recognized expert in the areas of audit, compliance, and risk management, and can look back on a successful career spanning more than 30 years. She started her career in 1987 at the National Audit Office in the UK, followed by positions in Internal Audit for the Bank of New York, First National Bank of Chicago, Republic National Bank of New York and then as Chief Auditor for Safra Republic Holdings. In 2000, she assumed the role of Global Head of Compliance in the Private Banking area of HSBC. Thereafter she joined Barclays Capital as Global Head of Internal Audit, and subsequently worked as Head of Internal Audit at the Bank of England until 2005. During the period 2005 to 2009, she was Head of Group Audit for the UK and Asia Pacific at Deutsche Bank, and then Vice President and Auditor General of the World Bank Group until 2013. Clare Brady holds a bachelor’s degree in economics from the London School of Economics and is a Chartered Governance Professional of the Chartered Governance Institute in London. Clare Brady lives in the UK. The Board of Directors has determined her to be independent under the Group’s independence standards.
Blythe Masters, born in 1969, a British citizen, has been Industry Partner at Motive Partners in the United States since 2019, where she also serves as CEO and board member of Motive Capital Corporation. Motive Capital Corporation is a special purpose acquisition company (SPAC), a non-operating entity with the purpose of acquiring an existing, operational business. Once such acquisition has been completed, Blythe Masters will not serve as the CEO of the acquired business. In addition, she is a member of the Board of Directors of A.P. Møller – Maersk, a member of the Board of Directors and Chair of the Audit Committee for the investment and advisory company GCM Grosvenor, and Chair of the Board and member of the Audit Committee at Phunware, an enterprise mobile platform. She is also a member of the International Advisory Board of Santander Group and a member of the Board of Directors of Open Digital Services in Spain. Blythe Masters possesses considerable managerial experience in the financial services industry, particularly in corporate and investment banking, as well as in the financial technology sector. She started her career in 1991 at J.P. Morgan Chase, where she held various management positions until 2015, including Chief Financial Officer of the Investment Bank, Head of Credit Policy and Strategy and Global Credit Portfolio, Head of Corporate & Investment Bank Regulatory Affairs, and Head of Global Commodities. In 2015, she joined Digital Asset Holdings, an enterprise blockchain company, where she served as CEO until 2018. Blythe Masters holds a B.A. in economics from Trinity College, Cambridge. She lives in the United States. The Board of Directors has determined her to be independent under the Group’s independence standards.