SWZ Swiss Helvetia Fund Inc

PROPOSAL 1:  TO ELECT FIVE DIRECTORS

 

The Fund has completed its transition from a classified structure in which each class of directors has historically been elected for a three-year term to a non-classified structure in which each director is elected annually for one year. Accordingly, each Director is now elected annually for a one year term to serve until the next annual meeting of stockholders and until his respective successor is duly elected and qualifies.

 

The number of Directors currently is five: Andrew Dakos, Richard Dayan, Phillip F. Goldstein, Gerald Hellerman and Moritz A. Sell.

 

At a meeting held on June 16, 2022, each of Messrs. Dakos, Dayan, Goldstein, Hellerman and Sell was nominated by the Governance/Nominating Committee of the Board of Directors.  On the same date, the Board of Directors of the Fund unanimously proposed Messrs. Dakos, Dayan, Goldstein, Hellerman and Sell to serve as the nominees for election at this Meeting.

 

Required Vote and the Board’s Recommendation

 

Unless authority is withheld, it is the intention of the persons named in the accompanying form of Proxy to vote each Proxy “FOR” the election of the nominees of the Fund listed above.  Each nominee has indicated he or she will serve, if elected, but if either such nominee should be unable to serve, Proxies will be voted for an alternate nominee, if any, designated by the Board of Directors.  The Board of Directors has no reason to believe that any of the nominees will be unable to serve as a Director.  Each of the nominees currently is a member of the Board of Directors.

 

Please see “Certain Information Concerning Directors and Executive Officers” and “Additional Information about the Fund’s Directors” below in this Proxy Statement for additional information concerning the nominees.

 

In accordance with Delaware law and the Fund’s Certificate of Incorporation and By-Laws, Directors are elected by a plurality of the votes cast at the Meeting by the stockholders entitled to vote.

 

THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES AS DIRECTORS.

 

Certain Information Concerning Directors and Executive Officers

 

The following tables set forth certain information about each person nominated for election as a Director by the Board of Directors of the Fund, each person currently serving and continuing as a Director and each person who currently serves as an Executive Officer of the Fund.  All of the information is as of December 31, 2021, except that information regarding age and shares beneficially owned is as of July 15, 2022.  The information with respect to the Directors is separately stated for Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund (each such Director, a “Non-Interested Director”) and the Director who is deemed to be an “interested person” of the Fund under the 1940 Act.

 

As of the record date, the Directors and their immediate family members did not own beneficially or of record any securities in Schroders or any affiliate thereof.

 

 

 

 

 

The following table sets forth certain information about each person serving as an Officer of the Fund as of December 31, 2021.

 

 

 

The Fund’s Executive Officers are elected annually by the Board of Directors generally at its regular meeting in connection with the Annual Meeting of Stockholders.

 

Additional Information about the Fund’s Board of Directors

 

Board’s Oversight Role in Management.  The Board’s role in management of the Fund is oversight.  The Board of Directors provides oversight with respect to the Fund’s governance, operations, performance and stockholder relations.  In that capacity the Board, directly and through permanent and ad hoc committees, provides oversight of the Fund’s investment adviser, SIMNA, the Fund’s sub-investment adviser, SIMNA Ltd., the Fund’s independent registered public accounting firm, Tait, Weller & Baker, LLP (“Tait Weller”), the Fund’s administrator and fund accountant, USB, and Fund management.

 

As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund have the primary responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk).  As part of its oversight, the Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including SIMNA’s Chief Operating Officer, the Fund’s and SIMNA’s Chief Compliance Officer and portfolio management personnel.  The Board’s Audit Committee meets during its scheduled meetings, and, between meetings, the Audit Committee chair maintains contact, with the Fund’s independent registered public accounting firm and the Fund’s Principal Financial Officer.  The Board also receives periodic presentations from senior personnel of Schroders or their affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas.  The Board has adopted policies and procedures designed to address certain risks to the Fund.  In addition, Schroders and other service providers to the Fund have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund.  Different processes, procedures and controls are employed with respect to different types of risks.  However, it is not possible to eliminate all of the risks applicable to the Fund.  The Board also receives reports from the Fund’s Chief Compliance Officer and counsel to the Fund regarding regulatory compliance and governance matters.  The Board’s oversight role does not make the Board a guarantor of the Fund’s investments or activities.

 

Board Composition and Leadership Structure.  The 1940 Act requires that at least 40% of a fund’s board members not be “interested persons” (as defined in the 1940 Act) of the fund and as such are not affiliated with the fund’s investment adviser (“Independent Board members”).  To rely on certain exemptive rules under the 1940 Act, a majority of a fund’s board members must be Independent Board members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board members.  Currently, more than 75% of the Board of Directors and the chair of each of the Board’s permanent committees, is comprised of Non-Interested Directors.  The Board has determined that its leadership structure is appropriate in light of the services that Schroders provides to the Fund and potential conflicts of interest that could arise from that relationship.

 

Information about Each Director’s Experience, Qualifications, Attributes or Skills.  The Board of Directors believes that the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Director, or particular factor, being indicative of Board effectiveness.  However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that the Directors satisfy this standard.  Experience relevant to having this ability may be achieved through a Director’s educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board of the Fund) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.  The Board’s Governance and Nominating Committee Charter contains certain other factors considered by the Committee in identifying and evaluating potential Director nominees.  The Board and its committees have the ability to engage other experts as appropriate.  The Board evaluates its performance on an annual basis.

 

Information about each Director follows (supplementing the information provided in the table above), including some of the specific experiences, qualifications, attributes or skills that each Director possesses which the Board believes has prepared them to be effective Directors.  Each Director satisfies the Fund’s Director qualification requirements set forth in the Governance and Nominating Committee Charter, which is attached as Exhibit A to the Proxy Statement.

 

 

Board Committees, Meetings and Compensation

 

The Board has three standing Committees:  the Audit Committee, the Governance and Nominating Committee and the Pricing Committee.  Each Committee is composed entirely of Non-Interested Directors.  Where deemed appropriate, the Board may constitute ad hoc committees.

 

Audit Committee.  The current members of the Audit Committee of the Board of Directors are Messrs. Sell, Dayan and Hellerman.  Mr. Sell serves as Chair of the Audit Committee.  Each member of the Committee is “independent” under the listing standards of the New York Stock Exchange (“NYSE”).  [The Board has determined that Mr. Sell’s service on the audit committees of more than three public companies does not impair his ability to effectively serve on the Fund’s Audit Committee because, like the Fund, those other companies are listed closed-end funds and include funds that are part of the same fund complex.]

 

Pursuant to the Audit Committee Charter adopted by the Board, the function of the Audit Committee is to assist Board oversight of (i) the integrity of the Fund’s financial statements; (ii) the Fund’s compliance with legal and regulatory requirements; and (iii) the independent registered public accounting firm’s qualifications, independence and performance.  The Audit Committee has direct responsibility to appoint, retain, determine the compensation of, evaluate and terminate the Fund’s independent registered public accounting firm, including sole authority to approve all audit engagement fees and terms and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the independent registered public accounting firm.  The Audit Committee also oversees the accounting and financial reporting processes of the Fund and the audits of the Fund’s financial statements as well as the administration of the Fund.  The Audit Committee held six meetings during the year ended December 31, 2021.  The Fund’s Audit Committee Charter is available on the Fund’s website at www.swzfund.com.

 

Governance and Nominating Committee.  The Board has a Governance and Nominating Committee whose current members are Messrs. Dayan and Goldstein. Mr. Goldstein serves as Chair of the Governance and Nominating Committee.  Each member of the Committee is currently “independent” under the listing standards of the NYSE.

 

Among other responsibilities, the Governance and Nominating Committee selects and nominates persons for election or appointment by the Board and oversees the annual assessment of the effectiveness of the Board and such other matters of Fund governance as may be delegated to it by the Board or determined by the Governance and Nominating Committee to be appropriate.  In evaluating potential nominees, the Committee may consider whether a potential nominee’s professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board’s membership and collective attributes.  Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations.

 

The Governance and Nominating Committee will consider nominees recommended by a stockholder if such recommendation is in writing and received by the Fund by the deadline specified below under “Stockholder Proposals” and otherwise complies with the requirements for such proposals contained in the Governance and Nominating Committee Charter and the Fund’s By-Laws.  Any such recommendations should be submitted to the Fund’s Secretary, The Swiss Helvetia Fund, Inc., 615 East Michigan Street, Milwaukee, Wisconsin 53202.  The Governance and Nominating Committee held four meetings during the year ended December 31, 2021.  The Fund does not provide a copy of the Governance and Nominating Committee Charter on its website, but the Fund’s current Governance and Nominating Committee Charter is attached as Exhibit A to the Proxy Statement.

 

Pricing Committee.  The Board of Directors has a Pricing Committee whose sole member is Mr. Hellerman, who serves as Chair of the Pricing Committee.  The Pricing Committee oversees the fair valuation of the Fund’s portfolio securities for which market prices or quotations are not readily available or are deemed to be unreliable.  The Pricing Committee held one meeting during the year ended December 31, 2021.

 

During the year ended December 31, 2021, the Board met five times.  Each member of the Board attended at least 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings held by all Committees of the Board on which he served.  The Fund has no formal written policy regarding Directors’ attendance at annual meetings of stockholders.  Messrs. Dakos and Goldstein attended the 2021 Annual Meeting.

 

During the year ended December 31, 2021, the Fund paid each Non-Interested Director an annual retainer of $42,000, except for the Chairman of the Board to whom the Fund paid $56,000 and for the Chairs of the three standing Committees to each of whom the Fund paid $48,000.  In addition, the Fund paid each Non-Interested Director $2,000 for each in-person Board meeting attended, and $750 for each telephonic Board meeting attended. The Fund also paid each Non-Interested Director who is a member of a Committee a fee of $750 for each Committee meeting attended.  Each Non-Interested Director may be compensated for incremental work over and above attending a meeting, including work performed as a member of an ad hoc committee, based upon the value added to the Fund.  Finally, the Fund reimburses the Directors for certain out-of-pocket expenses, such as travel expenses, in connection with Board meetings.

 

During the year ended December 31, 2021, the Directors and officers received from the Fund individual compensation for their services as directors (exclusive of reimbursed expenses) and officers, as set forth below.