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Credit Suisse publishes the agenda for the 2023 Annual General Meeting of Shareholders and publishes its 2022 Annual Report and Sustainability Report
Credit Suisse Group AG (Credit Suisse) today published the agenda for the Annual General Meeting of Shareholders (AGM), which will take place on April 4, 2023. All members of the Board of Directors of Credit Suisse Group AG (the Board) are proposed for re-election as non-executive members of the Board at the 2023 AGM. Credit Suisse Group AG and Credit Suisse AG today also published the 2022 Annual Report, including the Compensation Report, and the Sustainability Report. Following completion of discussions with the SEC referred to on March 9, 2023, the Group confirms the 2022 financial results as previously released on February 9, 2023, as well as the previously released annual financial results for 2021 and 2020, and which are included in the 2022 Annual Report. See the 2022 Annual Report for our conclusions on the matters covered by that review.
The agenda for the 2023 AGM published today by the Board includes but is not limited to:
- Proposal on discharge of the members of the Board and the Executive Board for the financial year 2022, excluding discharge in relation to the Credit Suisse Asset Management managed supply chain finance funds (SCFF) matter.
- Proposal for a distribution of a dividend to shareholders of CHF 0.05 gross per registered share for the financial year 2022.
- Proposal for amendments to the Articles of Association.
- Proposal for the re-election of Axel P. Lehmann as Chairman of the Board as well as the re-election of all current members of the Board.
- Approval of the compensation of the Board and the Executive Board, including a one-time Transformation Award for the Executive Board, as well as a consultative vote on the 2022 Compensation Report.
- Consultative vote on the Credit Suisse climate strategy as outlined in the Strategy chapter of the 2022 Task Force on Climate-related Financial Disclosures (TCFD) Report, included in the 2022 Sustainability Report.
The invitation and agenda for the 2023 AGM are available on the Credit Suisse website at: www.credit-suisse.com/agm. The AGM will take place in-person at Hallenstadion, Wallisellenstrasse 45, in Zuerich-Oerlikon on April 4, 2023.
Discharge of the members of the Board and Executive Board for the 2022 financial year, excluding the SCFF matter
The Board proposes that the members of the Board and the Executive Board be granted discharge for the 2022 financial year, excluding all issues related to the SCFF matter. The SCFF matter continues to evolve both with respect to civil litigation, including cases brought to recover funds for the investors, as well as continuing actions involving former employees. In light of the various legal proceedings, the Board proposes to exclude the SCFF matter from the discharge proposal for the 2022 financial year, similar to the discharge for the 2021 financial year.
As previously announced, the Board proposes that a total cash dividend of CHF 0.05 gross per registered share be paid to shareholders for the financial year 2022. The dividend is to be paid from capital contribution reserves. The proposed dividend for 2022 is in line with the communicated nominal dividend approach for the years 2022 to 2024, with meaningful dividends from 2025 onwards.
Amendments to the Articles of Association
In line with the new Swiss corporate law and the opportunity given to Swiss companies to amend their Articles of Association within a two-year period, Credit Suisse is proposing amendments to its Articles of Association. Key changes under the new Swiss corporate law relate, among other things, to the improvement of corporate governance and of protection rights of small shareholders, a general modernization of the corporate law and the integration of the Swiss Federal Council ordinance regarding board and executive compensation into the new corporate law. The proposed amendments to Credit Suisse’s Articles of Association adopt the requirements of the new Swiss corporate law and consider corporate best practice standards.
Board member elections
The Board is proposing Axel P. Lehmann for re-election as a member and as Chairman of the Board.
Furthermore, all current 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, including a one-time Transformation Award for the Executive Board, and consultative vote on the 2022 Compensation Report
In accordance with Swiss law requirements, 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 amount for the Board of CHF 13.0 million for the period from the 2023 AGM to the 2024 AGM in a prospective vote. This proposed amount is unchanged compared to the prior period.
The Board further proposes that shareholders approve the maximum aggregate amount of CHF 34.0 million of fixed compensation for the Executive Board for the period from the 2023 AGM to the 2024 AGM in a prospective vote. This proposed amount is unchanged compared to the prior period. Given the financial loss reported for the Group for 2022, there is no proposal for variable compensation for the Executive Board for the 2022 financial year.
The Board is further proposing a one-time deferred share-based Transformation Award for the Executive Board. This award is linked to the successful implementation of Credit Suisse’s strategic objectives and is intended to ensure the new Executive Board is aligned with long-term shareholder interests. The award is to be granted in 2023 and is subject to performance conditions over the three-year period from the beginning of 2023 to the end of 2025. The purpose of this award is to maximize motivation, retention and accountability for the Executive Board over the next three years with stretch performance conditions to ensure pay for performance alignment. Shareholders are asked to approve the aggregate amount of CHF 30.1 million for the Transformation Award (based on fair value at grant, with a maximum award value at grant of CHF 70.0 million if all performance conditions are met).
Consistent with the practice in prior years, the 2022 Compensation Report, which is part of the Annual Report of Credit Suisse Group AG, will be presented to shareholders for a consultative vote.
Consultative vote on the Credit Suisse climate strategy, as outlined in the Strategy chapter of the 2022 TCFD Report
In line with the commitment made by Credit Suisse at the 2022 AGM, and in response to a shareholder proposal, the Board is consulting with shareholders on Credit Suisse’s climate strategy, as outlined in the Strategy chapter of the 2022 TCFD Report. The Report outlines the continued reduction of absolute financed emissions associated with the oil, gas & coal sectors and provides transparent disclosure on Credit Suisse’s strategy to align the bank’s financing activities with the Paris Agreement. In addition, the Report highlights that based on Credit Suisse’s commitment to develop 2030 interim goals for key sectors, the bank has set emissions reduction goals for six sectors: Oil, gas & coal, power generation, automotive, commercial real estate, iron & steel, and aluminum. Credit Suisse has also expanded its sector policies that apply to lending and capital market underwriting activity to cover climate-sensitive areas such as those related to oil sands, deep-sea mining, Arctic oil & gas, and palm oil.
The Board recommends that shareholders approve Credit Suisse’s climate strategy, as outlined in the Strategy chapter of the 2022 TCFD Report, in a consultative vote.
2022 Annual Report, Compensation Report, Sustainability Report and TCFD Report
The Credit Suisse 2022 Annual Report, including the Compensation Report, as well as the 2022 Sustainability Report, which includes the TCFD Report, are available for download as of 6:45 CET today at www.credit-suisse.com/ar.
The 2022 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.