According to the Directive on Information Relating to Corporate Governance, issuers must publish certain information relating to their corporate governance in their annual report. This must include among other things clear information on the content and method for determining remuneration and shareholding programs for members of the board of directors and executive board. The annual report 2009 of Mindset Holding AG either did not provide this information, or the information provided was insufficient. In addition, further minor deficiencies were found.
SIX Exchange Regulation had already brought the deficiencies to the attention of the company in 2009 in relation to its 2008 annual report and had unsuccessfully requested that it make improvements in this respect.
In accordance with the obligations regarding the maintenance of listing, companies listed on SIX Swiss Exchange must report the entry into the Commercial Registry of newly created securities from conditional capital. Mindset Holding AG should have made such a disclosure in both 2008 and 2009, but failed to do so contrary to regulations. The disclosure was not made until summer 2010, following repeated reminders. The company was therefore in breach of the obligations of the maintenance of listing. The breach of this obligation can result in the relevant data held by the stock exchange, which are being used for the trading system and the trading data, not matching the information entered into the Commercial Registry.
In considering the sanction, SIX Exchange Regulation has taken into account the gravity of the breach, the degree of fault, the issuer's sensitivity to a penalty and the fact that the company was not subject to any sanctions in the preceding three years.