Credit Suisse publishes agenda for the 2022 Annual Overall Assembly of Shareholders
Ad hoc announcement pursuant to article 53 LR
WEBWIRE – Thursday, March 31, 2022
Credit Suisse Neighborhood AG published the agenda for the Annual Overall Assembly of Shareholders (AGM), that could well perchance pick location on April 29, 2022. As previously communicated, this years AGM will be held without the deepest attendance of shareholders.
Credit Suisse invitations shareholders to hitch the AGM through a live webcast that will be broadcast on www.credit-suisse.com/agm. Shareholders are requested to vote in fetch giving a strength of felony professional and balloting instructions to the neutral proxy. The respective closing date is April 26, 2022. The balloting results will be published on www.credit-suisse.com/agm quickly after the AGM. Shareholders can publish questions earlier than the AGM through a internet-based audio system desk, that could well perchance remain start till April 26, 2022.
The agenda for the 2022 AGM, published this present day by the Board of Administrators of Credit Suisse Neighborhood AG (Board), involves but is no longer restricted to:
- Proposal on discharge of the participants of the Board and the Govt Board for both the 2020 and 2021 monetary years, with the exception of discharge in terms of the offer chain finance funds (SCFF) matter.
- Proposal for a distribution of a dividend to shareholders of CHF 0.10 per share for the monetary year 2021.
- Advent of licensed capital.
- Proposal for the election of Axel P. Lehmann as Chairman of the Board to boot to the election of three fresh non-government participants of the Board, Mirko Bianchi, Keyu Jin and Amanda Norton.
- Approval of the compensation of the Board and the Govt Board, to boot to a consultative vote on the 2021 Compensation Record.
- Shareholder proposal for a assorted audit.
- Shareholder proposal for an modification of the Articles of Association of Credit Suisse Neighborhood AG pertaining to to the monetary institutions climate swap scheme and disclosures (fossil gasoline sources).
The invitation and agenda for the 2022 AGM are on hand on the Credit Suisse internet page at: www.credit-suisse.com/agm.
Discharge of the participants of the Board and Govt Board for the 2020 and 2021 monetary year, with the exception of the SCFF matter
The Board proposes that the participants of the Board and the Govt Board be granted discharge for the 2020 and 2021 monetary years, with the exception of all disorders associated to the SCFF matter. As a results of the Archegos and SCFF matters, the Board withdrew its proposal on the discharge of the participants of the Board and the Govt Board for the 2020 monetary year from the 2021 AGM agenda. The proposal became as soon as to be belief about as soon as the investigations into the 2 matters were accomplished. The investigation into both matters has been accomplished and the file pertaining to to the Archegos matter became as soon as published. Then all over again, on account of the continuing process to enhance investors funds, the simply complexities of the SCFF matter, to boot to an ongoing regulatory investigation by FINMA, the Board does no longer intend to publish the associated file. It on account of this truth does no longer counsel proposing discharge with admire to this matter till the associated processes are largely concluded.
As previously introduced, the Board will suggest to shareholders that a total money dividend of CHF 0.10 per share be distributed for the monetary year 2021. Right here’s in accordance to the diminished dividend paid for the monetary year 2020, and we imagine it displays a prudent capital distribution ability for a no longer easy year.
Advent of licensed capital
According to past observe, the Board proposes to reintroduce licensed share capital amounting to a most of CHF 5 million (identical to 125,000,000 registered shares) in repeat to place strategic and monetary flexibility, including for an additional trend of enterprise actions, and ensure that a adequate reserve of licensed capital, per regulatory expectations.
Adjustments to the Board
As previously introduced, the Board is proposing Axel P. Lehmann for election as Chairman of the Board, and Mirko Bianchi, Keyu Jin and Amanda Norton for election as non-government participants of the Board, for a time frame till the quit of the next AGM, with Amanda Norton joining the Board on July 1, 2022. The appointment of these three non-government participants of the Board is subject to regulatory approval.
Severin Schwan, Kai S. Nargolwala and Juan Colombas is no longer going to stand for re-election on the AGM.
All other participants of the Board will stand for re-election for an time past regulation length of office of 1 year.
Approval of the compensation of the Board and the Govt Board and consultative vote on the 2021 Compensation Record
In step with the requirements of the Ordinance in opposition to Excessive Compensation with admire to Listed Inventory Companies, shareholders will vote individually, and with binding attain, on the overall compensation of the Board and the Govt Board on the AGM. The Board proposes that shareholders approve a most mixture compensation for the Board of CHF 13.0 million for the length from the 2022 AGM to the 2023 AGM in a prospective vote.
The Board additional proposes that shareholders approve the mix quantity of CHF 8.6 million for short-time frame variable incentive compensation for the Govt Board for the 2021 monetary year in a retrospective vote and essentially the most mixture quantity of CHF 34.0 million of mounted compensation for the Govt Board for the length from the 2022 AGM to the 2023 AGM in a prospective vote. The Board moreover proposes that shareholders approve the mix quantity of CHF 12.1 million for share-essentially essentially based totally change awards for label spanking fresh Govt Board participants who joined the monetary institution in 2022.
According to the observe in prior years, the 2021 Compensation Record, which is a part of Credit Suisse Neighborhood AGs Annual Record, will be presented to shareholders for a consultative vote.
Shareholder proposal for a assorted audit
In March 2022, the Board bought a proposal from Ethos Basis and other shareholders asking for knowledge and that a assorted audit be conducted in reference to the SCFF and the Suisse Secrets (moreover called Swiss Leaks) matters. The Board has responded to the demand for knowledge with answers, that can also very successfully be on hand on the Credit Suisse internet page at: www.credit-suisse.com/agm within the week of April 4, 2022. In gentle of the continuing recovery processes within the SCFF matter, to boot to easily and regulatory complexities, the Board believes that a assorted audit would, at this stage, be detrimental to Credit Suisse and that additional, associated disclosure would prejudice the quit results of the recovery processes in particular. The Board on account of this truth recommends that shareholders must quiet no longer approve this particular proposal.
Shareholder proposal for an modification of the Articles of Association of Credit Suisse Neighborhood AG pertaining to to the monetary institutions climate swap scheme and disclosures (fossil gasoline sources)
The Board has bought a shareholder proposal from Ethos Basis and ShareAction on behalf of 11 institutional investors pertaining to to Credit Suisses climate swap scheme and disclosures. The relate level of interest of the proposal is on alignment, disclosure and reporting in terms of the oil, gasoline and coal sectors. The demand proposes that the Articles of Association of Credit Suisse Neighborhood AG be amended to embrace a fresh article. While the Board agrees with the dreams of this proposal, it does no longer imagine that these additional disclosures must quiet be effectuated by the yelp of an modification to the Articles of Association of the monetary institution. The Board has already resolved to embrace the additional disclosures requested within the shareholder proposal in Credit Suisses 2022 Sustainability Record (or Project Power on Native climate-associated Financial Disclosures (TCFD) disclosures) and to publish the 2022 Sustainability Record (or TCFD disclosures) for a consultative vote to shareholders on the 2023 AGM. In addition, Credit Suisse has determined to introduce fresh restrictions associated to the financing of oil sands, deep-sea mining and Arctic oil and gasoline. Moreover, on account of newly introduced Swiss law reporting responsibilities on non-monetary matters, which lunge into attain for the 2023 monetary year, the Board intends to signify the critical changes to the Articles of Association on the 2023 AGM. The Board on account of this truth recommends that shareholders must quiet vote in opposition to this proposal.
1Q22 Earnings Start
Credit Suisse expects to screech its monetary results for the first quarter of 2022 on April 27, 2022.
Merchants and others must quiet repeat that we screech critical firm knowledge (including quarterly earnings releases and monetary reports to boot to our annual sustainability file) to the investing public the usage of press releases, SEC and Swiss ad hoc filings, our internet page and public conference calls and webcasts. We moreover robotically yelp our Twitter legend @creditsuisse (https://twitter.com/creditsuisse), our LinkedIn legend (https://www.linkedin.com/firm/credit-suisse/), our Instagram accounts (https://www.instagram.com/creditsuisse_careers/ and https://www.instagram.com/creditsuisse_ch/), our Fb legend (https://www.facebook.com/creditsuisse/) and other social media channels as additional ability to repeat public knowledge, including to excerpt key messages from our public disclosures. Lets share or retweet such messages through sure of our regional accounts, including through Twitter at @csschweiz (https://twitter.com/csschweiz) and @csapac (https://twitter.com/csapac). Merchants and others must quiet pick care to pick into consideration such abbreviated messages within the context of the disclosures from which they are excerpted. The knowledge we post on these social media accounts is no longer a little bit of this doc.
Files referenced on this doc, whether or no longer through internet page hyperlinks or otherwise, is no longer incorporated into this doc.
Definite cloth on this doc has been willing by Credit Suisse on the muse of publicly on hand knowledge, internally developed knowledge and other third-occasion sources believed to be official. Credit Suisse has no longer sought to independently evaluate knowledge acquired from public and third-occasion sources and makes no representations or warranties as to accuracy, completeness, reasonableness or reliability of such knowledge.
The English language model of this doc is the controlling model.
Credit Suisse is without doubt one of many arenas leading monetary providers and products providers. Our scheme builds on Credit Suisses core strengths: its space as a number one wealth supervisor, its specialist investment banking capabilities and its solid presence in our home market of Switzerland. We survey to put collectively a balanced ability to wealth administration, aiming to capitalize on both the tremendous pool of wealth within passe markets to boot to the indispensable enlighten in wealth in Asia Pacific and other emerging markets, whereas moreover serving key developed markets with an emphasis on Switzerland. Credit Suisse employs roughly 50,110 other folks. The registered shares (CSGN) of Credit Suisse Neighborhood AG, are listed in Switzerland and, within the possess of American Depositary Shares (CS), in New York. Extra knowledge about Credit Suisse could well perchance moreover be learned at www.credit-suisse.com.
Cautionary suppose concerning forward-taking a think about knowledge
This doc contains statements that constitute forward-taking a think about statements. In addition, within the long bustle we, and others on our behalf, could well perchance possess statements that constitute forward-taking a think about statements. Such forward-taking a think about statements could well perchance embrace, without limitation, statements pertaining to to the next:
– our plans, targets or dreams;
– our future financial efficiency or prospects;
– the skill attain on our future efficiency of sure contingencies; and
– assumptions underlying any such statements.
Words corresponding to believes, anticipates, expects, intends and plans and same expressions are intended to title forward-taking a think about statements but are no longer the unfamiliar ability of identifying such statements. We place no longer intend to replace these forward-taking a think about statements.
By their very nature, forward-taking a think about statements involve inherent risks and uncertainties, both regular and particular, and risks exist that predictions, forecasts, projections and other outcomes described or implied in forward-taking a think about statements is no longer going to be finished. We caution you that a series of critical factors could well perchance cause results to differ materially from the plans, targets, dreams, expectations, estimates and intentions expressed in such forward-taking a think about statements and that the continuing COVID-19 pandemic creates vastly better uncertainty about forward-taking a think about statements to boot to the factors that in overall have an ticket on our enterprise. These factors embrace:
– the ability to aid adequate liquidity and to find entry to capital markets;
– market volatility, increases in inflation and hobby charge fluctuations or trends affecting hobby charge ranges;
– the continuing indispensable detrimental penalties of the Archegos and offer chain finance funds matters and our ability to efficiently unravel these matters;
– our ability to toughen our probability administration procedures and policies and hedging recommendations;
– the energy of the world economy in regular and the energy of the economies of the countries in which we habits our operations, in particular the probability of detrimental impacts of COVID-19 on the world economy and monetary markets and the probability of continued dreary financial recovery or downturn within the EU, the US or other developed countries or in emerging markets in 2022 and past;
– the emergence of in style successfully being emergencies, infectious illnesses or pandemics, corresponding to COVID-19, and the actions that would be taken by governmental authorities to admire the outbreak or to counter its affect;
– seemingly risks and uncertainties pertaining to to the severity of impacts from COVID-19 and the length of the pandemic, including seemingly cloth adversarial effects on our enterprise, monetary condition and results of operations;
– the articulate and oblique impacts of deterioration or dreary recovery in residential and industrial trusty estate markets;
– adversarial ranking actions by credit standing companies in admire of us, sovereign issuers, structured credit merchandise or other credit-associated exposures;
– the ability to aid out our strategic dreams, including these associated to our targets, ambitions and monetary dreams;
– the ability of counterparties to fulfill their responsibilities to us and the adequacy of our allowance for credit losses;
– the results of, and changes in, fiscal, monetary, change charge, swap and tax policies;
– the results of currency fluctuations, including the associated affect on our enterprise, monetary condition and results of operations on account of strikes in foreign change rates;
– geopolitical and diplomatic tensions, instabilities and conflicts, including war, civil unrest, terrorist yelp, sanctions or other geopolitical occasions or escalations of hostilities;
– political, social and environmental trends, including climate swap;
– the ability to correctly address social, environmental and sustainability concerns that could well perchance arise from our enterprise actions;
– the results of, and the uncertainty coming up from, the UKs withdrawal from the EU;
– the opportunity of foreign change controls, expropriation, nationalization or confiscation of sources in countries in which we habits our operations;
– operational factors corresponding to programs failure, human error, or the failure to enforce procedures properly;
– the probability of cyber assaults, knowledge or safety breaches or skills failures on our popularity, enterprise or operations, the probability of which is elevated whereas tremendous portions of our staff work remotely;
– the adversarial resolution of litigation, regulatory proceedings and other contingencies;
– actions taken by regulators with admire to our enterprise and practices and conceivable ensuing changes to our enterprise group, practices and policies in countries in which we habits our operations;
– the results of changes in laws, regulations or accounting or tax standards, policies or practices in countries in which we habits our operations;
– the discontinuation of LIBOR and other interbank supplied rates and the transition to replacement reference rates;
– the skill effects of changes in our simply entity structure;
– competitors or changes in our aggressive space in geographic and enterprise areas in which we habits our operations;
– the ability to pick and recruit qualified personnel;
– the ability to offer protection to our popularity and promote our label;
– the ability to amplify market share and modify prices;
– technological changes instituted by us, our counterparties or competitors;
– the timely trend and acceptance of our fresh merchandise and providers and products and the perceived overall heed of these merchandise and providers and products by users;
– acquisitions, including the ability to mix acquired companies efficiently, and divestitures, including the ability to promote non-core sources; and
– other unexpected or unexpected occasions and our success at managing these and the risks eager with the foregoing.
We caution you that the foregoing checklist of critical factors is no longer unfamiliar. When evaluating forward-taking a think about statements, you might want to always quiet in moderation pick into consideration the foregoing factors and other uncertainties and occasions, including the guidelines location forth in Possibility factors in I Files on the firm in our Annual Record 2021.
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