National Bank Act (NBA)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
Section 1 Corporate Bodies
Art. 33
The corporate bodies of the National Bank shall be the General Meeting of Shareholders, the Bank Council, the Governing Board and the Audit Board.
Section 2 General Meeting of Shareholders
Art. 34 Schedule
1 The ordinary Shareholders’ Meeting shall take place every year no later than at the end of June. 2 Extraordinary Shareholders’ Meetings shall be held whenever the Bank Council so decides or at the request of the Audit Board, or if shareholders jointly representing at least ten percent of the share capital submit a written request stating the agenda and their proposals.
Art. 35 Invitation, agenda
1 The President of the Bank Council shall convene the Shareholders’ Meeting in writing no later than 20 days before the day of assembly. 2 The invitation shall state the items on the agenda as well as the Bank Council’s proposals. Agenda items with proposals submitted by shareholders shall also be announced. Shareholder proposals must be signed by at least 20 shareholders and must be submitted to the President in writing in due time before the invitation is sent out. 3 No decisions shall be passed with respect to proposals on agenda items which have not been announced in the invitation.
Art. 36 Powers
The Shareholders’ Meeting shall have the following powers: a. It shall elect five members of the Bank Council. b. It shall elect the Audit Board. c. It shall approve the annual report and the annual accounts. d. It shall decide on the allocation of the net profit. e. It shall decide on the discharge of the Bank Council. f. It may make proposals concerning amendments to this Act or the liquidation of the National Bank to the Federal Council for submission to the Federal Assembly.
Art. 37 Participation
1 Any shareholder listed in the share register shall be eligible to attend the Shareholders’ Meeting. 2 Any shareholder may authorise another shareholder in writing to represent him or her at the Shareholders’ Meeting.
Art. 38 Resolutions
1 The Shareholders’ Meeting shall pass its resolutions and perform elections by an absolute majority of the voting stock present. In case of a tie, the chairperson shall have the casting vote. 2 Balloting shall be open. It shall be secret if the chairperson so orders or at the request of at least 20 shareholders present.
Section 3 Bank Council
Art. 39 Election and term of office
1 The Bank Council shall consist of eleven members. The Federal Council shall elect six members, the Shareholders’ Meeting five. 2 The Federal Council shall appoint the President and the Vice President. 3 The term of office shall be four years. 4 The members of the Bank Council shall be eligible for re-election. The full term of office of a member shall not exceed twelve years.
Art. 40 Requirements
1 To be eligible for election as members of the Bank Council, persons must have Swiss citizenship, an impeccable reputation and a recognised knowledge of the fields of banking and financial services, business administration, economic policy, or an academic field. They need not be shareholders. 2 The different parts of the country and language regions shall be adequately represented in the Bank Council.
Art. 41 Resignation, removal from office and election of a substitute
1 Members of the Bank Council may resign at any time by giving three months’ notice. The resignation shall be submitted to the President of the Bank Council. 2 The members elected by the Federal Council shall be replaced as soon as possible; the members elected by the Shareholders’ Meeting shall be replaced at the next Shareholders’ Meeting. The new members shall be elected for the remainder of the term. 3 The Federal Council may remove from office any member elected by it if said member no longer fulfils the requirements for exercising the office or has committed a grave offence. The Federal Council shall elect a substitute according to paragraph 2.
Art. 42 Tasks
1 The Bank Council shall oversee and control the conduct of business by the National Bank, notably regarding compliance with the Act, regulations and directives. 2 In particular, it shall perform the following tasks: a. It shall lay down the internal organisation of the National Bank; notably, it shall issue the organisation regulations and submit these to the Federal Council for approval. b. It shall decide on the opening or closing of branches, agencies and representative offices. c. It may set up advisory councils at the bank offices for observing the economic situation in the regions. d. It shall approve the level of provisions. e. It shall oversee the investment of assets and risk management. f. It shall approve the annual report and the annual accounts for submission to the Federal Council and the Shareholders’ Meeting. g. It shall prepare the Shareholders’ Meeting and implement its resolutions. h. It shall draw up the proposals for the election of the members of the Governing Bo
Para. 2 let. j — SR 172.220.1
Section 4 Governing Board
Art. 43 Election and term of office
1 The Governing Board shall consist of three members, to whom deputies shall be assigned. 2 The members of the Governing Board and their deputies shall be appointed by the Federal Council on the recommendation of the Bank Council. Their term of office shall be six years. Re-election is possible. 3 The Federal Council shall designate the chairperson and the vice-chairperson of the Governing Board.
Art. 44 Requirements
1 Persons with an impeccable reputation and a recognised knowledge of monetary, banking and financial issues can be elected as members of the Governing Board. They must, moreover, hold Swiss citizenship and be resident in Switzerland. 2 They may not exercise any other business activity nor hold a federal or cantonal office. The Bank Council may authorise exceptions in cases where a mandate is in the Bank’s interest. 3 The requirements contained in this Article shall also apply to the deputies of the members of the Governing Board.
Art. 45 Removal from office and election of a substitute
1 A member of the Governing Board or a deputy can be removed from office by the Federal Council following a proposal by the Bank Council during his or her term of office if said person no longer fulfils the requirements for exercising this office or has committed a grave offence. 2 In such a case, the Federal Council shall elect a substitute according to Article 43. The substitute member shall be elected for the remainder of the current term.
Art. 46 Tasks
1 The Governing Board is the supreme management and executive body. It shall represent the National Bank vis-à-vis the public and fulfil the accountability obligation pursuant to Article 7. 2 In particular, it shall perform the following tasks: a. It shall take conceptional and operational monetary policy decisions. b. It shall decide on the composition of the required currency reserves including the proportion of gold. c. It shall decide on the investment of assets. d. It shall exercise the monetary policy powers according to chapter 3. e. It shall perform the tasks relating to international monetary cooperation. f. It shall decide on the salaries of the staff at the head offices, branches and representative offices; staff are hired on the basis of private-law employment contracts. g. It shall confer authority to sign and limited commitment authority on employees. 3 The allocation of the tasks shall be determined by the organisation regulations.
Section 5 Audit Board
Art. 47 Election and requirements
1 The Shareholders’ Meeting shall elect the Audit Board. It may consist of one or more natural persons or legal entities. The auditors shall be elected for a term of one year. Re-election is possible. 2 The auditors must meet special professional requirements pursuant to Article 727b CO, and they must be independent of the Bank Council, the Governing Board and the controlling shareholders.
Para. 2 — SR 220
Art. 48 Tasks
1 The Audit Board shall examine whether the bookkeeping and the annual accounts as well as the proposal for the allocation of the net profit comply with the statutory requirements. 2 The Audit Board shall be entitled to inspect at any time all aspects of the National Bank’s business. The Bank shall hold all the usual documents at its disposal and provide any information necessary for fulfilling the auditing obligation.
Section 6 Secrecy, Processing of Personal Data and
Amended by Art. 29 of the COVID-19 Credit Guarantees Act of 18 Dec. 2020, in force from 1 Sept. 2023 to 31 Dec. 2032 (AS 2020 5831; 2022 491; BBl 2020 8477 8819).
Art. 49 Secrecy
1 The members of the bank bodies, the employees and the agents of the National Bank shall be bound by official and professional secrecy. 2 Official and professional secrecy must be kept even after a person has ceased to be a member of a bank body or an employee of the Bank. 3 Any person who violates official or professional secrecy shall be liable to a custodial sentence not exceeding three years or a fine. 4 Any person who discloses a secret with the written consent of his or her superior shall not be liable to prosecution.
Para. 3 — Amended by Annex No 8 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).
Art. 49a Processing of personal data and data relating to legal entities
In order to fulfil its statutory tasks, the National Bank may process personal data, including sensitive personal data and data relating to legal entities.
Art. 49a — Inserted by Art. 28 No 3 of the COVID-19 Credit Guarantees Act of 18 Dec. 2020 (AS 2020 5831; BBl 2020 8477 8819). Amended by Art. 29 of the COVID-19 Credit Guarantees Act of 18 Dec. 2020, in force from 1 Sept. 2023 to 31 Dec. 2032 (AS 2020 5831; 2022 491; BBl 2020 8477 8819).
Art. 50 Cooperation with domestic authorities
1 The National Bank is authorised to provide the competent Swiss financial market supervisory authorities with non-public information which they need to fulfil their tasks. 2 It may also exchange non-public information on certain financial market participants with the Department if this helps maintain the stability of the financial system.
Art. 50 — Amended by Annex No 8 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).
Art. 50a Cooperation with foreign central banks
1 The National Bank may cooperate with foreign central banks and the Bank for International Settlements (BIS) in order to perform its tasks in accordance with Article 5. 2 It may transmit non-public information on certain financial market participants to foreign central banks and the BIS only if: a. this information is used exclusively to fulfil tasks that correspond to those of the National Bank; b. confidentiality is ensured.
Art. 50a — Inserted by Annex No 8 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).
Art. 50b Cooperation with international organisations and bodies
1 In order to fulfil its tasks in accordance with Article 5, the National Bank may participate in multilateral initiatives of international organisations and bodies which give rise to the exchange of information. 2 In the case of multilateral initiatives which have far-reaching implications for the Swiss financial centre, participation in the exchange of information shall take place in agreement with the Department. 3 When participating, the National Bank may transmit non-public information to international organisations and bodies only if confidentiality is ensured. 4 The National Bank shall agree the precise intended use and any further dissemination with the international organisations and bodies. Paragraph 3 remains reserved.
Art. 50b — Inserted by Annex No 8 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).
Art. 51 Liability
1 Liability of the National Bank, its bodies and employees shall be governed by the Federal Act of 14 March 1958 on the Liability of the Federal Government, the Members of its Authorities and its Public Officials. 2 To the extent that the National Bank, its bodies and employees act in a private-law capacity, liability shall be governed by private law.
Para. 1 — SR 170.32