Shareholders may have their participation rights, in particular their right to vote, exercised by a representative of their choice.
The delegation of voting rights of corporate bodies and the delegation of voting rights to custodian banks are not permitted in the case of companies whose shares are listed on a stock exchange.
If the company appoints an independent voting representativeor a voting representative for a corporate body, this person is obliged to vote according to their instructions. If they have not received any instructions, they shall abstain. The board of directors shall provide forms that must be used to authorise representation and issue instructions.
The independence of the independent voting representative must not be compromised, whether in fact or in appearance. The rules on the independence of the external auditor in the case of the ordinary audit (Art. 728 para. 2–6) applymutatis mutandis .
Natural persons, legal entities or partnerships may be appointed as independent voting representatives.
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