Commentaries: Art. 689c

In companies whose shares are listed on a stock exchange, the general meeting shall appoint the independent voting representative. Their term of office ends with at the end of the next ordinary general meeting. Reappointment is possible.
The general meeting may remove the independent voting representative at the end of the general meeting.
If the general meeting has not appointed an independent voting representative, the board of directors shall appoint one for the next general meeting. The articles of association may have different rules to solve this organisational deficiency.
The board of directors shall ensure that the shareholders are able in particular to:
1. issue the independent voting representative with instructions on any motion relating to items on the agenda tabled in the notice convening the meeting;
2. issue the independent voting representative with general instructions on unannounced motions relating to items on the agenda and on new items on the agenda in accordance with Article 704b .
The independent voting representative shall treat the instructions from individual shareholders as confidential until the general meeting. They may provide the company with general information on the instructions received. They shall not provide the information earlier than three working days before the general meeting and must declare to the general meeting what information they have provided to the company.
Authorisation for representation and instructions may only be issued for the forthcoming general meeting. They may also be issued electronically.