Sweden: Amending the Swedish Code of Corporate Governance

The Swedish Corporate Governance Board has announced that it will, in September, publish proposed amendments to the Swedish Code of Corporate Governance: see here or here (pdf). The Board has also announced that, in October, it will publish a new recommendation on remuneration.

Sweden: Swedish Corporate Governance Board Annual Report 2018

Earlier this year the Swedish Corporate Governance Board published, in English, a copy of its annual report for 2018: see here (pdf). The report explains the Board's activities, the results of a survey exploring how companies have applied the Swedish Corporate Governance Code. It also states that a review of the Code is underway in order to present, if appropriate, proposed amendments next year.

Sweden: Corporate Governance Board publishes annual report 2016

The Swedish Corporate Governance Board has published, in English, a copy of its annual report for 2016: see here (pdf). The report explains the Board's activities as well as the results of a survey exploring how companies have applied the Swedish Corporate Governance Code.

Sweden: new edition of the Swedish Corporate Governance Code

The Swedish Corporate Governance Board has published a new edition of the Swedish Corporate Governance Code, following a consultation earlier this year. A copy of the new Code, in English, is available here (pdf).

Sweden: code compliance and the Nordic model of corporate governance

The Swedish Corporate Governance Board has published, in English, a copy of its 2015 annual report: see here (pdf). The report contains an analysis of companies' compliance with the Board's corporate governance code; it also summarises the Board's past actions and future plans; also provided is an overview of recent research exploring the common features of the Nordic model of corporate governance. The report also refers to the recent review of the Code, a new edition of which is expected soon.

Sweden: consultation on changes to the Swedish Corporate Governance Code

The Swedish Corporate Governance Board has published for consultation a revised version of the Swedish Corporate Governance Code: see here. A copy of the new Code, in English, is available here (pdf). A marked-up copy, in English and showing the changes, is available here (doc).

Sweden: Corporate Governance Board seeks views on code

Earlier this year the Swedish Corporate Governance Board invited views from listed companies in respect of its Corporate Governance Code: see here (pdf). The deadline for submitting comments has been extended to 15 December 2013. Views were sought from companies in part because the Board's finding, outlined in it annual report, that improvements were needed in the quality of governance disclosures: see here (pdf). The Board initially planned to state whether reform of the Code was needed at a symposium scheduled for yesterday; the symposium will now take place on 10 February 2014.

UK: women on boards - Prime Minister has not ruled out quotas

The UK's Prime Minister made comments yesterday at the Northern Future Forum in Stockholm regarding board diversity and said that whilst he did not favour quotas the Government had not ruled out their introduction: see here and here. The countries taking part in the meeting - Denmark, Estonia, Finland, Iceland, Latvia, Lithuania, Norway, Sweden and the UK - have contributed to a document which provides some interesting information on board diversity and measures that have been taken: see here (pdf).

Sweden: Governance Board position paper on EU corporate governance reform

The Swedish Corporate Governance Board has published a position paper in respect of the European Commission's forthcoming corporate governance green paper: see here (pdf). The Board makes clear its view that "a combination of legislation and self-regulation, in the form of a code based on the principles of comply or explain, is the most effective system for regulating corporate governance".

Sweden: Code amendment proposed by Board

The Swedish Corporate Governance Board has announced its intention to make a change to its Code in respect of remuneration. Rule 9.8 of the Code (available here, pdf) currently provides:

Share- and share-price-related incentive programmes are to be designed with the aim of achieving increased alignment between the interests of the participating individual and the company’s shareholders. Programmes that involve acquisition of shares are to be designed so that a personal holding of shares in the company is promoted. The vesting period or the period from the commencement of an agreement to the date for acquisition of shares is to be no less than three years".

The Board is proposing - see here - that the above requirement regarding the vesting period should also include synthetic options and other share price related incentive programmes that do not involve the acquisition of shares.

Europe: the harmonisation of insolvency law

INSOL Europe recently published a report titled Harmonisation of Insolvency Law at EU Law Level: see here (pdf). The report outlines differences between national insolvency laws which create difficulties for companies having cross-border activities or ownership within the EU and identifies areas where harmonisation would be desirable. The report also considers the extent to which the harmonisation of insolvency law could facilitate further harmonisation of company law.

The report contains surveys of the insolvency regimes in the UK, Poland, France, Germany, Spain, Italy and Sweden. References are also made to the law in Belgium and the Netherlands.

Europe: implementation of the Shareholder Rights Directive

The European Commission has announced that it has referred Belgium, Cyprus, Greece, Spain, France, Luxembourg, The Netherlands and Sweden to the Court of Justice for late implementation of the Shareholder Rights Directive (2007/36/EC): see here. In its press release the Commission states:

The Shareholders' Rights Directive introduces minimum standards to ensure that shareholders of companies whose shares are traded on an EU regulated market have timely access to the relevant information ahead of the general meeting and simple means to vote at a distance. The publication of documents on the internet as well as enabling proxy voting and electronic participation are important elements of this. The Directive also abolishes share blocking and introduces minimum standards for the rights to ask questions, put items on the general meeting agenda and table resolutions.

While nineteen Member States have already fully implemented the Directive, eight Member States (Belgium, Cyprus, Greece, Spain, France, Luxembourg, The Netherlands and Sweden) still have to implement some or all of its provisions. Incomplete implementation means that shareholders in those Member states do not enjoy the same rights as elsewhere in Europe and are denied the rights the Directive gives them when investing in publicly listed companies. The deadline for implementation was 3 August 2009".

Sweden: the revised corporate governance code

A copy, in English, of the revised Swedish Corporate Governance Code has been published by the Swedish Corporate Governance Board: see here. The Code comes into force on 1 February 2010. 

Sweden: revised corporate governance code

The Swedish Corporate Governance Board has announced that the Swedish Corporate Governance Code has been revised to take into account the European Commission's recommendation on directors' remuneration in listed companies (C (2009) 3177, 30 April 2009) and changes in Swedish legislation. The new Code comes into force on 1 February 2010 and is available here (in Swedish); a copy in English will be published here shortly.

Europe: executive pay, remuneration reports and shareholder voting

The UK's Financial Times newspaper reports that "[the] shareholder voting season across Europe is just getting into full swing but already the militancy of investors is noticeable in the wake of the financial crisis". The report notes:

Xstrata suffered a stinging protest by shareholders over its pay policies on Tuesday as more than a third of votes cast on its remuneration report at its annual meeting failed to back it. BP experienced a similar protest vote against its remuneration plan last month and pay is expected to be a contentious issue at Shell’s annual meeting this month ... 

Europe in recent months has seen revolts in the Netherlands (Heineken, ASML, KPN) and Sweden (Volvo, Nordea) ...

In the UK, the proportion of votes against remuneration reports at the likes of BP, Pearson and Xstrata have reached record levels. Most remuneration reports are traditionally nodded through with more than 90 per cent of votes cast in favour. But Xstrata won just 64.4 per cent of shareholders’ support yesterday. Last month, BP got 62 per cent in favour of its report. Pearson, owner of the Financial Times, secured 67.5 per cent ... 

Smith & Nephew, which suffered the biggest FTSE 100 protest vote last year, still saw 37 per cent of investors fail to back the remuneration report at this year’s meeting last week. The next test for investors’ resolve will be at Rexam, the packaging group, tomorrow, with the big showdown set for May 19, at the Shell AGM".

Note: the hypertext links in the above quotation will take you to the AGM and voting information for each company. 

Sweden: revised corporate governance code now in force

The codes directory maintained by The European Corporate Governance Institute has been updated to include a copy of the Swedish Corporate Governance Code which came into force on 1 July 2008. Produced by the Swedish Corporate Governance Board, the Code's application has been widened to include all Swedish limited companies whose shares are traded on regulated markets in Sweden. In the Code it is noted that:

Such an extension of the Code requires it to be adapted to the circumstances of smaller listed companies. The Board has therefore reviewed the Code with the aim of shortening and simplifying it as much as possible without relaxing the criteria for good corporate governance in Swedish listed companies. The Board has also focused on eliminating weaknesses that have come to light in the application of the Code so far and on preparing the Code for continued discussions on harmonising corporate governance norms in the Nordic countries. The revised Code is a result of this review".

For a comparison between the new Code and its predecessor, see here. Further background information is available in the Board's annual report for 2008, available here.

Sweden: takeovers and equality of treatment for shareholders - ICGN position

The ICGN has published its letter to the chairman of the Näringslivets Börskommitté with regard to the latter's review of shareholder equality during takeovers. In its letter the ICGN explains its concern that shareholders facing the same level of economic risk, but with greater voting rights, can receive a higher price for their shares. The ICGN notes:

We recognise that in most takeovers of companies listed on the Stockholm Stock Exchange shareholders with the same economic rights in the company do get equal treatment. However, that this is not always the case does suggest that the rules need to be fine-tuned. Doing so should provide some confidence to shareholders, both Swedish and foreign, that their interests are protected in takeover and other acquisition situations. This is not a substitute of applying the principle of proportionality".

Directors' liability discharge proposals - report published

Manifest, in conjunction with Morley Fund Management, has published a report titled "Directors' liability discharge proposals: the implications for shareholders". The report, to quote directly from it: 

.... addresses what for many investors has been a largely obscure issue, namely proposals to discharge directors of liabilities that routinely appear on shareholder meetings’ agendas in many European markets. We look at 13 European markets that have resolutions of this type – Austria, Belgium, Denmark, Finland, France, Germany, Greece, Luxembourg, the Netherlands, Portugal, Spain, Sweden and Switzerland; their legal basis and practical implications for shareholders in the voting context".

ICGN Newsletter published - sovereign wealth funds and Swedish corporate governance

The June 2008 issue of the International Corporate Governance Network Newsletter has been published. The leading article concerns sovereign wealth funds and there is also a short piece on corporate governance in Sweden. The latter highlights some important differences between the Swedish model and the approach taken in other countries.

Note: On 1 July 2008, a new version of the Swedish Corporate Governance Code came into force - see here. For background information, including a comparison between the new Code and its predecessor, see here.

Denmark: private equity and transparency

The Danish Venture Capital and Private Equity Association has published "Active ownership and transparency in private equity funds: guidelines for responsible ownership and good corporate governance". The guidelines, which operate on the 'comply or explain' basis, contain rules governing the disclosure of information to supplement the requirements, where relevant, of the Danish Financial Statements Act.  In the report it is stated:

...it has to be recognised that today’s private equity funds own companies that may be of broad interest to society. These may be companies that are important for infrastructure or play a major role in the local area. They may also be companies that employ large numbers of people. In addition, many investors in private equity funds are pension funds, whose most important stakeholders are pension savers – typically ordinary salary earners. The general public may therefore have an interest in gaining insight into how a private equity fund works and creates value. This is the background to why these guidelines specify a number of areas where private equity funds and their portfolio companies should publish information.

According to a report in the Financial Times newspaper:

Denmark has leapfrogged the UK and adopted the most far-reaching guidelines to improve the transparency of private equity funds. The new voluntary code ... is designed to rehabilitate the reputation of private equity in Denmark, but will also increase pressure on the industry in the rest of Europe to follow suit to avert the threat of national or EU imposed rules. The UK and Sweden have already published voluntary guidelines to try to head off such rules but the DVCA's proposals go much further by covering 80 per cent of private equity-owned companies - compared to just the 100 largest under the UK guidelines - and requiring a far higher level of disclosure."

For further information see:

DVCPEA | Guidelines | Financial Times report |