New Sustainability and Due Diligence Rules Under Consultation
The Swiss Federal Council has opened a consultation on its indirect counterproposal to the popular initiative “For Responsible Large Corporations – For the Protection of People and the Environment” (RBI II). The consultation process runs from 2 April to 9 July 2026.
The proposal forms part of a broader international trend toward enhanced sustainability reporting and corporate due diligence obligations. It also reflects developments at European level, notably the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CS3D).
For Switzerland’s internationally active companies, including commodity traders, exporters, financial institutions and multinational groups, the proposed legislation could have important legal, operational and compliance implications.
A New Swiss Framework for Corporate Sustainability
The draft Federal Act on Sustainable Corporate Governance seeks to establish a comprehensive framework governing sustainability reporting and due diligence obligations relating to human rights and environmental risks.
The proposal is largely inspired by recent European legislation while adapting certain elements to the Swiss legal framework. According to the consultation documents, the framework would primarily apply to large companies and corporate groups exceeding specific thresholds, while most SMEs would remain outside the direct scope of the legislation, although they may be indirectly affected through supply-chain requirements and requests for information from larger business partners.
Among the key elements under consultation are:
- sustainability reporting obligations covering environmental, social, governance and human rights matters;
- due diligence requirements relating to human rights and environmental impacts throughout business activities and value chains;
- external assurance requirements for sustainability reporting;
- civil liability provisions linked to breaches of due diligence obligations;
- the establishment of a supervisory authority responsible for overseeing compliance and enforcement.
Key Issues for Internationally Active Companies
Several business associations have already expressed concerns regarding specific elements of the proposal. Among them is SUISSENÉGOCE, the umbrella association representing Switzerland’s commodity trading sector, which has submitted detailed comments as part of the consultation process.
From the perspective of internationally active companies, a number of provisions merit particular attention.
Civil Liability
The draft introduces civil liability mechanisms linked to breaches of due diligence obligations. In contrast to recent developments at EU level, where the implementation of civil liability provisions has largely been left to Member States, the Swiss proposal envisages a more prescriptive framework.
The proposal also contemplates extending limitation periods from 10 to 20 years in certain cases and introduces questions regarding evidentiary requirements and the treatment of damages occurring abroad. For companies operating through complex international value chains, these elements could significantly increase legal uncertainty and exposure to litigation.
Sustainability Reporting and Assurance
The proposal would expand sustainability reporting obligations and introduce external verification requirements for sustainability-related information.
Particular attention is being paid to the level of assurance that may ultimately be required. More extensive assurance requirements could result in significantly higher auditing costs and more complex compliance processes than those currently envisaged under comparable international frameworks.
The timing and publication requirements associated with sustainability reporting may also create additional operational constraints for companies preparing annual financial statements and sustainability disclosures.
Supervisory Authority and Enforcement Powers
Another significant aspect of the proposal is the establishment of a dedicated supervisory authority responsible for monitoring compliance.
The draft envisages broad investigative and enforcement powers, including the ability to initiate proceedings, request information, impose sanctions and publish findings. The proposal further envisages turnover-based sanctions and a range of additional enforcement measures.
For sectors such as commodity trading, where business models are typically characterized by high transaction volumes and comparatively low margins, turnover-based sanctions could have particularly significant consequences.
The creation of a new supervisory authority also raises questions regarding administrative costs and the overall regulatory burden for companies and public authorities.
International Value Chains and Extraterritorial Effects
Due diligence obligations may extend beyond Switzerland’s borders and affect relationships with suppliers, subsidiaries and commercial partners located in third countries.
As a result, the legislation could have implications throughout international value chains, including in countries with which Switzerland maintains important trade and free trade relationships. Commodity trading companies, manufacturers, financial institutions and other internationally active businesses may therefore face additional monitoring, documentation and compliance requirements across their global operations.
Alignment with International Standards
The proposal is broadly inspired by recent EU legislation. However, implementation of the CS3D within EU Member States remains ongoing and several aspects of the future European framework have yet to be clarified.
In this context, SUISSENÉGOCE and other business associations have highlighted that certain elements of the Swiss proposal may go beyond current EU requirements, potentially creating regulatory divergences that could affect legal certainty, compliance costs and competitive conditions for Swiss-based companies operating internationally. This concern is compounded by the fact that, since the content of the EU Directives CSRD and CS3D is not included in the Bilateral III package negotiated with the European Union, Switzerland is not legally obligated to transpose their content into national law. The extraterritorial dimension of the proposal adds a further layer of complexity. Due diligence obligations extending beyond Switzerland’s borders could affect trade partners through their State-owned companies or their subsidiaries established in Switzerland, as well as producing countries with which Switzerland maintains free trade agreements — including Brazil (Mercosur), Canada, Chile, China, the Gulf Cooperation Council states, India, Indonesia and Mexico. For a trading hub whose entire business model depends on the efficiency and legal predictability of global supply chains, these implications warrant careful consideration.
Relevance for the Swiss Commodity Trading Hub
Switzerland hosts one of the world’s leading commodity trading ecosystems, alongside a large number of export-oriented industrial groups, multinational companies, financial institutions and internationally active service providers.
For these sectors, the debate extends beyond sustainability reporting and due diligence requirements alone. It also concerns the broader question of how Switzerland can pursue sustainability objectives while maintaining internationally competitive framework conditions and preserving its attractiveness as a global business location.
Alongside SUISSENÉGOCE, LCTA has engaged with key institutional stakeholders in Ticino, including the Chamber of Commerce, Industry and Services of the Canton Ticino (Cc-Ti) and cantonal authorities, to raise awareness of the potential implications that the proposal could have for commodity trading companies, exporters and the broader Swiss economy.
The consultation remains open until 9 July 2026, allowing companies, business associations, public authorities and other stakeholders to submit comments before the Federal Council determines the next steps of the legislative process.
