Corporate Press Release
Credit Suisse publishes its Annual Report 2016 and agenda for the Annual General Meeting of Shareholders on April 28, 2017
The 2016 Annual Report will be available online at 07:00 CET today. Additionally, Credit Suisse publishes its 2016 Corporate Responsibility Report and Company Profile.
The Board of Directors of Credit Suisse Group AG today published the Agenda for the Annual General Meeting on April 28, 2017 which includes, among other things:
- Proposal for a distribution to shareholders for the 2016 financial year of CHF 0.70 per registered share in the form of either a scrip dividend, a cash distribution or a combination thereof, at the discretion of the shareholders.
- Proposal to increase the level of authorized capital in order to service the 2017 scrip dividend.
- Approval of the compensation of the Board of Directors and the Executive Board and consultative vote on the 2016 Compensation Report.
- Proposal for election of Andreas Gottschling and Alexandre Zeller as new members of the Board of Directors for a term of office of one year.
- Noreen Doyle and Jean Lanier, upon reaching the respective tenure limits, and Jassim Bin Hamad J.J. Al Thani will not stand for re-election to the Board of Directors. Noreen Doyle will continue to serve as chair of Credit Suisse International and Credit Suisse Securities (Europe) Limited, our UK subsidiaries.
- The Chairman and all other members of the Board of Directors are standing for re-election.
Subsequent event related to full year 2016 earnings
- Credit Suisse has entered into a settlement in principle to resolve the residential mortgage-backed securities (RMBS) matter with the National Credit Union Administration Board (NCUA). This adjusting event after the reporting period has resulted in an update of its reported full year 2016 results.
Credit Suisse Group AG and Credit Suisse AG today published their 2016 Annual Report, which includes Credit Suisse’s audited financial statements and Compensation Report. The Corporate Responsibility Report and the Company Profile have also been published. Further, the Board of Directors of Credit Suisse Group AG today announced its Agenda for the Annual General Meeting on April 28, 2017.
Update of reported full year 2016 results
Credit Suisse’s preliminary results for 2016 were updated to reflect an additional after-tax charge of CHF 272 million due to an increase in litigation provisions by CHF 300 million for a settlement in principle to resolve the RMBS matter with the NCUA. As a result, this adjustment increased 2016 net loss attributable to shareholders to CHF 2,619 million in 4Q16 and CHF 2,710 million in 2016 compared to a net loss of CHF 5,828 million in 4Q15 and CHF 2,944 million in 2015. Credit Suisse’s reported look-through CET1 ratio was 11.5%, and the look-through CET1 leverage ratio was 3.2% as of the end of 2016 after reflecting this charge.
Distribution payable out of capital contribution reserves
The Board of Directors proposes, subject to the shareholders’ approval to increase the authorized capital for scrip dividends, a distribution of CHF 0.70 per registered share payable out of capital contribution reserves for the 2016 financial year in the form of either a scrip dividend, a cash distribution or a combination thereof. This allows Credit Suisse Group AG to pay a distribution to shareholders, while in respect of those shareholders electing shares retaining regulatory capital in view of the increased regulatory capital requirements. Shareholders will be entitled to elect to either receive new shares (free of charge), subject to any legal restrictions applicable in their home jurisdiction, or to receive a cash distribution in the amount of CHF 0.70 per registered share or a combination thereof. Should no election be made, the distribution will be paid out entirely in cash.
The delivery of both the new shares and the cash distribution is scheduled for May 30, 2017. The issue price of the new shares will be determined based on the five-day average of the daily volume weighted average prices from May 18, 2017 to May 24, 2017 of the shares of Credit Suisse Group AG listed on SIX Swiss Exchange AG, less a discount of 8%.
In the event that the Annual General Meeting of Shareholders does not approve the increase of authorized capital to cover the 2017 scrip dividend, no distribution will take place.
Further information on the scrip dividend can be found in the "Shareholder Information – Summary Document", which is available on the Credit Suisse website at: www.credit-suisse.com/agm
Authorized Capital for Scrip Dividend
The Board of Directors will propose to the Annual General Meeting of Shareholders to set the level of authorized capital in order to service the 2017 scrip dividend.
The Board of Directors proposes to set the level of authorized capital at CHF 9,520,000 (equivalent to 238,000,000 registered shares) from the current CHF 6,299,274.64 (equivalent to 157,481,866 registered shares) representing an increase of 80,518,134 shares in order to service the 2017 scrip dividend and that Art. 27 of the Articles of Association be amended accordingly. In the event that the shareholders do not approve this proposal, no distribution will take place.
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, the Annual General Meeting of Shareholders votes separately and with binding effect on the overall compensation of the Board of Directors and the Executive Board.
The Annual General Meeting of Shareholders approves on an annual basis the compensation of the Board of Directors in advance and for the period until the next ordinary General Meeting of Shareholders. To ensure flexibility when aligning the approval periods with the compensation plans, the Board of Directors sets out in its proposal to the Annual General Meeting of Shareholders whether approval with regard to the compensation of the Executive Board by the Annual General Meeting of Shareholders is prospective or retrospective and for which periods the approvals would apply. For the 2017 Annual General Meeting of Shareholders, the Board of Directors has decided to present the fixed compensation and the long-term incentive compensation for the Executive Board to the Annual General Meeting of Shareholders for approval in advance, while the short-term variable compensation components are to be approved retrospectively.
The Board of Directors proposes for approval a maximum compensation for the Board of Directors of CHF 12.5 million for the period until the 2018 Annual General Meeting of Shareholders. Additionally, the Board of Directors proposes the approval of the aggregate amount of CHF 25.99 million for short-term variable compensation for the Executive Board for the 2016 financial year. The Board of Directors also proposes approving a maximum amount of CHF 31.0 million for fixed compensation for the Executive Board for the period until the 2018 Annual General Meeting of Shareholders and the maximum amount of CHF 52.0 million for long-term variable compensation for the 2017 financial year.
Consultative vote on the 2016 Compensation Report
Consistent with our practice in prior years, the 2016 Compensation Report, which is part of Credit Suisse Group AG’s Annual Report, will be presented to the Annual General Meeting of Shareholders for a consultative vote.
Changes to the Board of Directors
The Board of Directors of Credit Suisse Group AG is proposing Andreas Gottschling and Alexandre Zeller as new non-executive Board members at the Annual General Meeting of Shareholders on April 28, 2017 for a term of office of one year. Andreas Gottschling has longstanding international experience, proven leadership skills and profound knowledge in risk management and regulatory capital issues. Alexandre Zeller has an excellent track record in the financial services industry and a wealth of experience, particularly in our important Swiss home market.
Andreas Gottschling was a member of the management board and chief risk officer of Erste Group Bank AG, Vienna, from 2013 to 2016. From 2012 to 2013, he was a senior advisor in the risk practice at McKinsey & Company, Zurich. Prior to that, he was with Deutsche Bank in London and Frankfurt, as a member of the Risk Executive Committee and Divisional Board from 2005 to 2012, with additional responsibility as Global Head of Operational Risk from 2006 to 2010. From 2003 to 2005, he held the role of Head of Quant Research at LGT Capital Management in Pfäffikon. From 2000 to 2003, he was a consultant at Euroquants, Frankenthal, and a Professor of Finance at Washington State University, Washington. He started his career at Deutsche Bank Research in 1997. Prior to that he studied Mathematics and Economics at Albert-Ludwigs University of Freiburg im Breisgau and Harvard University, and holds a Master and a PhD in Economics from the University of California, San Diego. Andreas Gottschling is a German citizen.
Alexandre Zeller was appointed chairman of the board of directors of Credit Suisse (Schweiz) AG with effect from October 1, 2016. Prior to that, he was chairman of the board of directors of SIX Group AG from May 2013. After completing his studies at the University of Lausanne (Business Administration) and Harvard Business School in Boston (Advanced Management Program), he worked in International Operational Audit at Nestlé in Vevey from 1984 to 1987. He subsequently held various functions at Credit Suisse in Zurich until 2002, during which time he was appointed to the executive board of Credit Suisse Private Banking in 1999 and to the position of CEO Private Banking Switzerland in 2002. After working as the CEO of Banque Cantonale Vaudoise in Lausanne from 2002 to 2008, he then moved to HSBC Private Bank (Suisse) in Geneva, where he worked until 2012 as the CEO, Country Manager Switzerland, and the Regional CEO Global Private Banking EMEA. Since 2012, Alexandre Zeller has held mandates as a professional board member with various companies and foundations in Switzerland. Alexandre Zeller is a Swiss citizen.
Noreen Doyle and Jean Lanier, upon reaching the tenure limits, and Jassim Bin Hamad J.J. Al Thani will not stand for re-election to the Board of Directors of Credit Suisse Group AG.
Chairman Urs Rohner and the other members of the Board of Directors will stand for re-election for a term of office of one year.
Invitation to the Annual General Meeting and Publication of Agenda
The invitation and Agenda for the Annual General Meeting of Shareholders as well as a letter from the Chairman of the Board of Directors to shareholders are available on the Credit Suisse website at:
2016 Annual Report
The 2016 Annual Report contains a detailed description of the Group’s strategy, organizational structure, corporate governance, including compensation policies, and treasury and risk management framework. Also, it includes a review of the Group’s operating and financial results accompanied by Credit Suisse’s audited annual financial statements.
Credit Suisse publishes its 2016 Corporate Responsibility Report and Company Profile.
The 2016 Corporate Responsibility Report describes how Credit Suisse Group AG assumes its various responsibilities as a bank towards society and the environment. The 2016 Company Profile contains a summary of Credit Suisse Group AG’s strategic direction and organizational structure.
All publications are available for download from 07:00 CET today and hard copies can be ordered free of charge at: www.credit-suisse.com/ar.
The 2016 Annual Report on Form 20-F will be filed with the US Securities and Exchange Commission during the course of today, March 24, 2017, and will be available for download at:
1Q17 earnings release
Credit Suisse will announce its first quarter 2017 earnings results at 07:00 CET on April 26, 2017.