Corporate governance
Capital structure and liability
Capital structure
Raiffeisen's cooperative model is geared towards the retention of earnings. This means that – with the exception of interest on cooperative shares – net profit is not paid out in dividends, but is instead channelled into the Raiffeisen banks' reserves in order to strengthen the capital base. The Raiffeisen Group's cooperative capital is CHF 2,692 million. A precise breakdown and accounting of changes in the year under review are provided in note 16 of the consolidated annual financial statements.
The net profit is not distributed, rather it is used to strengthen the capital base of the Raiffeisen banks.
Changes in equity capital
Equity capital
in CHF million | 2018 | 2019 | 2020 | 2021 | ||||
Cooperative capital | 2,172 | 2,351 | 2,519 | 2,692 | ||||
Retained earnings | 13,611 | 14,092 | 14,864 | 15,218 | ||||
Reserves for general banking risks | 200 | 200 | 200 | 200 | ||||
Group profit | 541 | 835 | 861 | 1,069 | ||||
Total Equity capital | 16,524 | 17,478 | 18,444 | 19,179 |
Liability
The Raiffeisen Group guarantees its financial obligations through a balanced system of security measures based on mutual liability, set out in its Articles of Association. Working together in a cooperative union is also a strong expression of solidarity, as the Raiffeisen banks are closely linked as a risk-sharing group. Along with the solidarity fund, Raiffeisen Switzerland is also able to cover claims and operating losses beyond what the individual members could afford.
The cooperative union is a strong risk-sharing group based on the principle of solidarity.
Liability of Raiffeisen Switzerland towards the Raiffeisen banks
Solidarity fund
Duty of the Raiffeisen banks to pay further capital to Raiffeisen Switzerland
Directive authority of Raiffeisen Switzerland vis-à-vis the Raiffeisen banks
Major cooperative members
Cooperative members must hold at least one share certificate. If so resolved by the Board of Directors of the respective Raiffeisen bank, cooperative members can also subscribe for more than one share certificate, but only up to 10% of the cooperative capital or CHF 20,000 per cooperative member. Under the Swiss Code of Obligations, the voting rights of any one cooperative member are limited to one vote, irrespective of the number of share certificates held. In accordance with this, there are no major cooperative members in the Raiffeisen Group which hold more than 5% of the capital or voting rights. Membership of a Raiffeisen bank and the associated rights and obligations are closely tied to the individual/entity in question. This means that individual shares cannot normally be sold on or transferred. A member can nominate another member, their spouse or a descendant to represent them. No authorised person may represent more than one member. They must have written authorisation. Representatives of limited partnerships, collective associations or legal entities also require written authorisation.
Voting rights of any one cooperative member are limited to one vote.