UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 6-K
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
February 3, 2020
Commission File Number 001-15244
CREDIT SUISSE GROUP AG
(Translation of registrant’s name into English)
Paradeplatz 8, 8001 Zurich, Switzerland
(Address of principal executive office)
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Commission File Number 001-33434
CREDIT SUISSE AG
(Translation of registrant’s name into English)
Paradeplatz 8, 8001 Zurich, Switzerland
(Address of principal executive office)
______________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
This report on Form 6-K is being filed by Credit Suisse Group AG and Credit Suisse AG and is hereby incorporated by reference into the Registration Statement on Form F-3 (file no. 333-218604) and the Registration Statements on Form S-8 (file nos. 333-101259, 333-208152 and 333-217856), except for the sentence “Further information about Credit Suisse can be found at www.credit-suisse.com”. Information contained on our website is not incorporated by reference into this report.
Media Release February 3, 2020 |  |
Change to the Board of Directors
Zurich, February 3, 2020 - The Board of Directors of Credit Suisse Group AG is proposing Richard Meddings for election as a new non-executive member of the Board of Directors at the Annual General Meeting on April 30, 2020.
The Board of Directors of Credit Suisse Group AG announced today that it will nominate Richard Meddings for election to the Board at the Annual General Meeting on April 30, 2020. Richard Meddings, Chairman of the UK bank TSB, is a recognized financial expert with over 30 years of experience in the financial services sector spanning retail banking, wealth management and investment banking. He qualified as a chartered accountant with Price Waterhouse and then started his banking career at Hill Samuel Bank in corporate finance in 1984. In the subsequent years he held senior finance roles at Credit Suisse First Boston (former BZW) and Woolwich, before joining Barclays in 2000 as Group Financial Controller and COO of the Wealth Management Division. Following that, he was a member of the main board of Standard Chartered from 2002 to 2014 and held the position of Group Finance Director during the period from 2006 to 2014. In addition to his Chairman role at TSB, Richard Meddings currently serves as a non-executive director and Chair of the Audit Committee of HM Treasury in the UK. Former non-executive roles include supervisory board member and Chair of the Audit Committee at Deutsche Bank, non-executive director and Chair of the Risk Committee at Legal and General Group, non-executive director, Chair of the Remuneration Committee and member of the Audit and Risk Committees at Jardine Lloyd Thompson Group, and non-executive director and Lead Independent Director at 3i Group. Richard Meddings is a chartered accountant and holds a bachelor’s degree in modern history from the University of Oxford. He is a UK citizen.
Urs Rohner, Chairman of the Board of Directors, commented: “I am extremely pleased that Richard Meddings has been nominated to join our Board. Through his wealth of knowledge and experience in the financial industry and his expertise in audit and risk management, Richard will make a valuable contribution as a new member of our Board of Directors. I look forward to working with him closely.”
Further information related to other proposals for the Annual General Meeting will be included in the fourth quarter and full year 2019 results announcement on February 13, 2020.
Further information Media Relations, Credit Suisse AG, +41 844 33 88 44, media.relations@credit-suisse.com |
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Media Release February 3, 2020 | |
Credit Suisse AG
Credit Suisse AG is one of the world's leading financial services providers and is part of the Credit Suisse group of companies (referred to here as 'Credit Suisse'). Our strategy builds on Credit Suisse's core strengths: its position as a leading wealth manager, its specialist investment banking capabilities and its strong presence in our home market of Switzerland. We seek to follow a balanced approach to wealth management, aiming to capitalize on both the large pool of wealth within mature markets as well as the significant growth in wealth in Asia Pacific and other emerging markets, while also serving key developed markets with an emphasis on Switzerland. Credit Suisse employs approximately 47,440 people. The registered shares (CSGN) of Credit Suisse AG's parent company, Credit Suisse Group AG, are listed in Switzerland and, in the form of American Depositary Shares (CS), in New York. Further information about Credit Suisse can be found at www.credit-suisse.com.
Cautionary statement regarding forward-looking information
This document contains statements that constitute forward-looking statements. In addition, in the future we, and others on our behalf, may make statements that constitute forward-looking statements. Such forward-looking statements may include, without limitation, statements relating to the following:
| – | our plans, targets or goals; |
| – | our future economic performance or prospects; |
| – | the potential effect on our future performance of certain contingencies; and |
| – | assumptions underlying any such statements. |
Words such as “believes,” “anticipates,” “expects,” “intends” an d “plans” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. We do not intend to update these forward-looking statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of important factors could cause results to differ materially from the plans, targets, goals, expectations, estimates and intentions expressed in such forward-looking statements. These factors include:
| – | the ability to maintain sufficient liquidity and access capital markets; |
| – | market volatility and interest rate fluctuations and developments affecting interest rate levels; |
| – | the strength of the global economy in general and the strength of the economies of the countries in which we conduct our operations, in particular the risk of continued slow economic recovery or downturn in the EU, the US or other developed countries or in emerging markets in 2020 and beyond; |
| – | the direct and indirect impacts of deterioration or slow recovery in residential and commercial real estate markets; |
| – | adverse rating actions by credit rating agencies in respect of us, sovereign issuers, structured credit products or other credit-related exposures; |
| – | the ability to achieve our strategic goals, including those related to our targets and financial goals; |
| – | the ability of counterparties to meet their obligations to us; |
| – | the effects of, and changes in, fiscal, monetary, exchange rate, trade and tax policies, as well as currency fluctuations; |
| – | political and social developments, including war, civil unrest or terrorist activity; |
| – | the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets in countries in which we conduct our operations; |
| – | operational factors such as systems failure, human error, or the failure to implement procedures properly; |
| – | the risk of cyber attacks, information or security breaches or technology failures on our business or operations; |
| – | the adverse resolution of litigation, regulatory proceedings and other contingencies; |
| – | actions taken by regulators with respect to our business and practices and possible resulting changes to our business organization, practices and policies in countries in which we conduct our operations; |
| – | the effects of changes in laws, regulations or accounting or tax standards, policies or practices in countries in which we conduct our operations; |
| – | the potential effects of changes in our legal entity structure; |
| – | competition or changes in our competitive position in geographic and business areas in which we conduct our operations; |
| – | the ability to retain and recruit qualified personnel; |
| – | the ability to maintain our reputation and promote our brand; |
| – | the ability to increase market share and control expenses; |
| – | technological changes; |
| – | the timely development and acceptance of our new products and services and the perceived overall value of these products and services by users; |
| – | acquisitions, including the ability to integrate acquired businesses successfully, and divestitures, including the ability to sell non-core assets; and |
| – | other unforeseen or unexpected events and our success at managing these and the risks involved in the foregoing. |
We caution you that the foregoing list of important factors is not exclusive. When evaluating forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, including the information set forth in “Risk factors” i n I – Information on the company in our Annual Report 2018.
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Media Release February 3, 2020 | |
Disclaimer
This document was produced by and the opinions expressed are those of Credit Suisse as of the date of writing and are subject to change. It has been prepared solely for information purposes and for the use of the recipient. It does not constitute an offer or an invitation by or on behalf of Credit Suisse to any person to buy or sell any security. Any reference to past performance is not necessarily a guide to the future. The information and analysis contained in this publication have been compiled or arrived at from sources believed to be reliable but Credit Suisse does not make any representation as to their accuracy or completeness and does not accept liability for any loss arising from the use hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
| CREDIT SUISSE GROUP AG and CREDIT SUISSE AG | ||
| (Registrants) | ||
| By: | /s/ Flavio Lardelli | |
| Flavio Lardelli | ||
| Director | ||
| /s/ Lotte van Aanholt | ||
| Lotte van Aanholt | ||
| Date: February 3, 2020 | Vice President |