Our commitment to integrity and responsibility

Responsible corporate governance and value creation

Corporate governance is of the utmost importance to Swiss Steel Group. Good and transparent corporate governance ensures responsible management and control of Swiss Steel Group with emphasis on adding value. Corporate governance serves to promote the confidence of investors, the financial markets, customers and other business partners, employees and the public in Swiss Steel Group and is applied to the Group's system of management and administration. This includes in particular the organization, values, business policy principles and guidelines as well as internal and external control and monitoring mechanisms. In instituting corporate governance, Swiss Steel Group complies with all provisions relevant to corporate governance, in particular existing laws and the guidelines of the Swiss Stock Exchange Six.

The existing internal policies and instruments, in particular the Articles of Association and the Organizational Regulations, take into account all principles that ensure the management and supervision of our company in keeping with good corporate governance.

The Board of Directors reviews corporate governance policies on a regular basis to further strengthen all principles and practices. Our Corporate Governance Report can be found in the Annual Report 2022 from page 100 onwards.

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Articles of Association of Swiss Steel Holding AG

As required by law, the Articles of Association of Swiss Steel Holding AG contain provisions on the company name, the purpose of Swiss Steel Holding AG, the share capital, the number, par value and type of shares, the company's organization (General Meeting of Shareholders, Board of Directors and auditors), provisions on General Meetings and voting rights, and the form in which Swiss Steel Holding AG is required to publish notices.

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Organizational regulations

The organizational regulations govern the working methods of the bodies of Swiss Steel Holding AG and the division of responsibilities between the Board of Directors and the Executive Committee.

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Registration regulations

This regulation governs the recognition and registration in the share register of purchasers of voting shares, including nominees, the maintenance of the share register, and the monitoring of the composition of the shareholder base. In addition to legal requirements and the articles of association, it specifies the relevant authorities, rules to be followed, and reports to be submitted.

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Our rules for sustainable success

The compliance rules are binding for our managers and employees. A violation can lead to sanctions. These range from warnings and cautions for minor violations to dismissal for serious or repeat violations. In addition, there is a risk of criminal prosecution and claims for damages.

Our compliance management system is based on the Swiss Auditing Standard PS 980 dated January 1, 2019. It comprises the elements compliance culture, compliance objectives, compliance risks, compliance program, compliance organization, compliance communication, and compliance monitoring and improvement. Selected elements are listed below. 

We make our managers and employees aware of compliance rules through various communication measures such as training courses and newsletters. Swiss Steel Group has established a compliance organization. It supports managers and employees as a point of contact for compliance issues.

The management of each Swiss Steel Group company is responsible for ensuring that the company it manages acts in accordance with the law. Swiss Steel Group has established a compliance organization to provide advisory support to the management, other managers and employees on compliance issues.

The Corporate Compliance team designs and develops the compliance program on the basis of risk analyses and develops guidelines, procedures and training. Corporate Compliance coordinates implementation within Swiss Steel Group.

In certain areas, additional risk-oriented officers have been appointed (e.g. data protection, export control, money laundering law). These support the management and employees in a limited number of areas, such as the Data Protection Champions in the field of data protection.

We raise awareness for compliance rules among our managers and employees through various communication measures such as training courses and newsletters.

Publications: Internal publications inform our employees about compliant behavior and the possible risks and consequences of violations. Supplementary information and working aids (e.g. such as forms, check lists and information sheets on specific topics) are available to employees on the group-wide intranet.

Trainings: Our employees receive regular training on compliance via a web-based training program. Web-based training is flanked by events requiring physical attendance. Training is graded according to the compliance risk of the function. Participation in the assigned training courses is mandatory for all employees concerned.