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Switzerland’s financial watchdog, FINMA, can investigate a governance problem and order corrective measures when it involves a supervised financial institution or another matter within FINMA’s legal remit and may breach financial-market supervisory law. It is not a general forum for shareholder, employment, contract or other civil disputes. The key question is whether the facts raise a plausible supervisory-law issue—not simply whether someone alleges poor governance.
When FINMA may get involved
FINMA’s role is to restore compliance with financial-market law and protect the interests assigned to it by statute. A governance complaint may therefore matter to FINMA if it points to a possible breach of supervisory rules at an institution FINMA oversees, or another matter within its statutory remit. FINMA’s description of its role and limits explains the distinction between supervisory enforcement and other legal proceedings.
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For example, concerns about unclear responsibilities, deficient controls or a poor risk culture may be relevant when they affect an institution’s compliance with its obligations. FINMA’s Annual Report 2024 says it identified governance shortcomings at supervised institutions in areas including money laundering, sanctions compliance and greenwashing. It emphasizes clear responsibilities, appropriate standards and responsible risk culture, and notes that early intervention can sometimes address problems before formal enforcement or liquidation proceedings. FINMA put it this way: “Sound business conduct and responsible governance build trust in the financial centre.”
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Require information and investigate
Article 29 of the Financial Market Supervision Act (FINMASA) provides for information and reporting duties for supervised persons and entities and certain related parties. FINMA can investigate and clarify the circumstances, and it may open formal administrative proceedings where necessary. The official FINMA explanation of enforcement and law enforcement describes its supervisory role. The reviewed statutory text is an archived version of FINMASA Articles 29–37; consult current consolidated legislation for legal reliance.
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Order the institution to correct a problem
Under Article 31 FINMASA, FINMA must restore compliance when a supervised entity violates financial-market law or another irregularity arises. A serious violation is not required for corrective action. Depending on the circumstances, FINMA may impose organizational or process conditions, restrict business temporarily or permanently, or require a change to the institution’s ultimate management by a specified deadline. FINMA’s guidance, Restoring compliance with the law, explains this power.
Take interim protective steps
While proceedings are ongoing, FINMA may take precautionary measures when needed to protect investors, creditors, policyholders or the market. One option is appointing an investigating agent to clarify facts or carry out ordered measures. The appointment order defines whether, and to what extent, the agent may act in place of management. See FINMA’s guidance on precautionary measures.
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Act against responsible individuals
Consequences can apply to people as well as institutions. For a serious supervisory violation, Article 33 FINMASA allows FINMA to prohibit a responsible person from acting in a management capacity at a supervised entity for up to five years. FINMA also describes declaratory rulings, bans on an industry or activity, disgorgement of gains and publication among possible measures, depending on the legal conditions and circumstances. Its overview of measures against licence holders, owners, ultimate management and staff sets out these options.
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The statutory toolkit includes publishing a final ruling in serious cases, confiscating gains linked to a serious violation, and revoking a licence when the legal conditions are met. Licence withdrawal may lead to liquidation and, if the institution is over-indebted, bankruptcy. These are significant regulatory outcomes; a governance disagreement alone does not automatically trigger them.
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Address certain listed-company disclosure and market-conduct issues
FINMA’s market-supervision role includes specified market-conduct and shareholding-disclosure rules. In a suspected breach of a listed company’s disclosure obligation, FINMA may suspend voting rights and temporarily prohibit further share purchases when the applicable legal conditions are met.
What FINMA cannot do
- Resolve an ordinary private dispute. FINMA does not decide shareholder, director, employment or contractual claims simply because they concern governance. A related private claim may need to proceed separately in the appropriate civil forum.
- Conduct criminal proceedings or impose fines. If FINMA has reasonable grounds to suspect a criminal offence, it may refer the matter to the competent authorities.
- Use certain investigative powers. FINMA says it cannot conduct coercive searches of premises or seize evidence in investigations.
- Make an unreviewable final decision. FINMA rulings may be challenged. The Federal Administrative Court or, as applicable, the Federal Supreme Court has the final say in contentious cases.
These limits are described in FINMA’s overview of FINMA and law enforcement.
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A single set of events can raise more than one kind of legal issue. Use the nature of the claim to identify the likely decision-maker and remedy; a private claim and a supervisory concern can be pursued on separate tracks.
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| Issue | Likely decision-maker | Possible route or remedy |
|---|---|---|
| Possible breach of supervisory law within FINMA’s remit | FINMA | Investigation, interim protections or corrective regulatory measures, depending on the circumstances |
| Private shareholder, director, employment or contract claim | Appropriate civil court or other civil forum | Private relief through the applicable civil process |
| Suspected criminal offence | Competent law-enforcement authorities | Criminal process; FINMA may refer a matter where it has reasonable grounds to suspect an offence |
If FINMA issues a ruling, judicial review is a separate consideration: the ruling can be challenged through the applicable court route.
How to assess a governance concern
- Identify the institution and FINMA connection. Determine whether the organization or activity is supervised by FINMA, or whether another aspect of the matter falls within its statutory remit.
- Describe the possible supervisory breach. Connect the governance facts to a possible failure to comply with financial-market law. A dispute over fairness, control or board conduct alone does not establish that link.
- Separate remedies. Consider whether the desired outcome is regulatory correction, private relief, or investigation of a suspected crime. Those objectives may belong to different authorities or proceedings.
- Consider urgency. If delay could threaten investors, creditors, policyholders or the market, interim measures may be relevant; FINMA decides whether the circumstances justify them.
- Check review rights. If the matter concerns a FINMA ruling, determine the applicable appeal route and deadlines from the decision and current law.
What FINMA’s enforcement figures do—and do not—show
FINMA reported 34 court rulings in its enforcement proceedings in 2024, compared with 31 in 2023. Those figures count court rulings in enforcement proceedings; they are not a count of corporate-governance disputes, nor do they show how often FINMA intervenes in governance matters. The figures and governance discussion appear in FINMA’s Annual Report 2024, published in 2025.
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