Governance Differences CS & NYSE
Significant differences between Credit Suisse’s corporate governance standards and the corporate governance standards applicable to US domestic issuers listed on the New York Stock Exchange (NYSE)
Credit Suisse Group endeavors to comply with all relevant standards on corporate governance, including the corporate governance standards applicable to U.S. domestic issuers set by the New York Stock Exchange (NYSE, NYSE rules). Credit Suisse Group monitors its corporate governance structure in light of changing requirements and other developments and may adapt its standards from time to time to reflect new laws or regulations, or as deemed necessary by the Board of Directors. Many of the NYSE rules do not apply to Credit Suisse Group as a foreign private issuer. The NYSE rules do, however, require foreign private issuers to disclose significant differences between their corporate governance standards and those applicable to U.S. domestic issuers listed on the NYSE. The following is a summary of such differences:
- Approval of employee benefit plans: the NYSE rules require shareholder approval of the establishment of, and material revisions to, all equity compensation plans. The definition of “equity compensation plans” covers plans or other arrangements that provide for the delivery to employees or directors of either newly issued securities or securities acquired by the issuer in the secondary market. We comply with Swiss law, which requires that shareholders approve the creation of the conditional capital used to set aside shares for employee benefit plans and other equity compensation plans but does not require shareholders to approve the terms of those plans
- Risk Assessment and Risk Management: the NYSE rules allocate responsibility for the discussion of guidelines and policies governing the process by which risk assessment and risk management is undertaken to the Audit Committee, while our corporate governance standards allocate these duties to the separate Risk Committee. While our Audit Committee members satisfy the NYSE independence requirements, the Group’s Risk Committee may include non-independent members
- Reporting: the NYSE rules require that certain board committees report specified information directly to shareholders, while under Swiss law only the Board of Directors reports directly to the shareholders, and the committees submit their reports to the full Board.
- Appointment of the external auditor: the NYSE rules require the Audit Committee to be directly responsible for the appointment, compensation, retention and oversight of the External Auditor unless there is a conflicting requirement under home country law. Under Swiss law, the appointment of the External Auditor must be approved by our shareholders at the AGM based on the proposal of the Board of Directors, which receives the advice and recommendation of the Audit Committee.