Regulation concerning State shareholdings in legal entities and other bodies (RPartEt) - Subject Matter (RBETST)

1. This regulation contains the provisions on the controlling of the state's participation in legal entities and other institutions in terms of the Law on State Participation in Legal Entities and Other Institutions (LSpLE) as well as the other implementing provisions for the aforementioned law.

1. The control of holdings includes all activities related to the definition, observation, and oversight of the state's participation.

2. It aims to ensure participation management that aligns with the interests of the state.

3. The present regulation is supplemented by specific directives of the Council of State.

1. The State Council is specifically responsible for the following tasks

a) Acquisition, consolidation, and disposal of participations within the scope of its financial competencies;

b) Designation of significant participations;

c) Determination of the strategic and financial objectives pursued with the participations;

d) Examination of the principle of state representation in the management bodies;

e) Designation of state representatives;

f) Approval of assignment letters and, if necessary, specific instructions;

g) Meetings with state representatives in the management bodies or delegation of this authority to the relevant department;

h) Instructions to state representatives at general meetings for significant participations or delegation of this authority to the relevant department;

i) Approval of controlling reports;

j) Approval of the annual accountability reports on participations and decision on any necessary corrective measures.

1. The Departments are specifically entrusted with the following tasks

a) Submitting proposals to the Council of State regarding the list of important participations, the objectives, the controlling strategies, the appointment of state representatives, the drafts of mandate letters, the controlling reports;

b) Preparing the annual accountability reports on important participations on behalf of the Council of State.

1. The department responsible for finance, represented by the Cantonal Financial Administration, is specifically entrusted with the following tasks

a) Management of participation certificates, which primarily includes the verification and safekeeping of participation certificates, as well as the reclaiming of withholding tax;

b) Management of investments of the financial assets.

**1. The State Chancellery is responsible for publishing the simplified list of representatives, which is publicly accessible and contains the following information:**

a) Designation of participation;

b) Competent department and responsible service;

c) Name and first name of the representative.

**2. It is responsible for the IT tool for managing participations and advises the departments upon request.**

**3. The State Chancellery also publishes the remuneration paid by the legal entity to the State representatives in senior management.**

**4. The departments provide the necessary information.**

1. The Representatives of the State are specifically entrusted with the following tasks

a) safeguarding the interests of the State in alignment with the interests of the participation;

b) ensuring adherence to the strategic and financial objectives established by the State Council in the letter of assignment;

c) regularly reporting on their administrative activities and, when necessary, requesting instructions from the department or the State Council;

d) providing the department or the State Council with all useful information, subject to specific legislative requirements.

1. The department responsible for the participation updates in particular the following information

a) Participation

1. Designation of the participation,

2. Nominal value of the participation,

3. Percentage of the participation,

4. Responsible department and responsible office;

b) Representative

1. Last name and first name,

2. Function within the participation,

3. Date of birth,

4. Place of residence,

5. Contact information (postal address, electronic address, telephone number, etc.),

6. Representation body,

7. Other representations,

8. Date of commencement of the mandate,

9. Compensation received as a representative in the participation,

10. Date of termination of the mandate.

1. Upon request by the competent department, the Council of State shall establish a controlling strategy for each significant participation.

2. The controlling strategy shall notably include the following points

a) Legal form of the legal entity or institution and applicable legislation;

b) Strategic and financial objectives pursued with the participation;

c) Control indicators;

d) Risk assessment;

e) Auditing entity;

f) Reporting modalities.

3. For participations of minor importance, the controlling strategy is partially detailed. In any case, the points listed under the above letters a and b must be determined.

4. The competent department regularly reviews the relevance, content, and quality of the controlling strategies. No later than four years after their adoption by the Council of State, it conducts a comprehensive review of each controlling strategy for the significant participations.

1. Upon the proposal of the competent department, the State Council, if necessary in collaboration with the concerned legal entity, establishes the requirements profiles for the representatives in accordance with Article 10 GBetSt.

2. Prior to granting a new mandate, and subject to cases of renewals, the competent department conducts a review of the requirements profile.

1. For significant participations, the responsible department prepares a standardized controlling report annually for the State Council. This report must enable an assessment of the realization of the controlling strategy set by the State Council. It must include the following information in particular

a) Assessment of the results achieved in comparison to the objectives pursued with the participation;

b) Results of the control indicators;

c) Scope of financial commitment;

d) Remarks regarding risk assessment;

e) Significant occurrences concerning the participation;

f) Suggestions for possible corrective measures.

2. For significant participations that are already subject to a report required by a special law, the preparation of a controlling report as per paragraph 1 is not necessary, provided that the information required under letters a to f is included. If necessary, a supplement must be provided.

3. Significant participations that are already the subject of a controlling report from a service mandate under the Subsidies Act shall likewise observe the provisions of paragraph 2.

1. For significant participations, the controlling report and the latest reports form the basis for these meetings.

2. The meetings with the representatives of the state are the subject of standardized written protocols, which include the following elements in particular

a) points established in Article 11, paragraph 1;

b) highlighting situations where the interests of the state could diverge from those of the participation;

c) any conflicts of interest of the representatives;

d) compensations (salary, fees, attendance fees, etc.) and expense reimbursements paid by the legal entity, as well as other contractual conditions agreed upon with them;

e) proposals for any corrective measures.

1. The designated authority issues voting instructions to the representatives of significant interests for the general meeting.

2. For interests of minor significance, the voting instructions at the general meeting are optional.

3. If the instructions have not been followed by the general meeting, the representatives shall inform the designated authority of this in writing afterwards.

1. For the purpose of this regulation, subsidies also include all resources granted for participation (in-kind contributions or financial contributions, loans, etc.).

2. Significant subsidies within the meaning of Article 10 of the Act are

a) One-time subsidies of more than one million francs and recurring subsidies of more than 250,000 francs per year, which are paid each year or at regular multi-year intervals;

b) Subsidies that constitute more than 50 percent of the operating revenue of the beneficiary legal entity or institution or the investment project, except when the subsidy amounts to less than 100,000 francs per year over a four-year period or, in the case of one-time subsidies, less than 400,000 francs.

1. The independence mentioned in Articles 10 and 20 of the GBetSt refers to the absence of any direct or indirect hierarchical subordination.

1. An "interest conflict" within the meaning of Articles 10 and 21 GBetSt refers to any factual or legal situation that could potentially - even theoretically - impair the faithful representation of state interests.