• About us
    • About Lindahl
    • How we work
    • Said about Lindahl
    • Press
    • Find us
    • Privacy
  • Areas
    • Commercial dispute resolution
    • IT/Tech
    • Intellectual property
    • Life Sciences
    • M&A
    • All areas
  • Our people
    • Stockholm
    • Göteborg
    • Malmö
    • Uppsala
    • Helsingborg
    • Örebro
  • Latest news
    • Cases and transactions
    • News
    • Events
    • Knowledge
    • Portraits
  • Offices
    • Stockholm
    • Göteborg
    • Malmö
    • Uppsala
    • Örebro
    • Helsingborg

It’s time to prepare the annual general meeting!

  • Home
  • Latest news
  • Knowledge
  • 2023
  • It’s time to prepare the annual general meeting!

The general meeting season is approaching and each year we at Lindahl help a large number of listed companies to prepare and hold their annual general meetings.

The temporary legislation that made it possible to hold fully digital general meetings or general meetings only by postal voting ceased to apply on 31 December 2022. However, many listed companies have introduced provisions on postal voting in their articles of association (which is a prerequisite for postal voting to be used) in advance of this year’s general meeting season. Our assessment is that many companies will offer postal voting as an alternative to physical participation or participation by proxy at the general meeting.


REQUIREMENTS FOR A MORE EVEN GENDER BALANCE

A new EU Directive on improving the gender balance among directors of listed companies entered into force in December 2022. However, the Directive allows Member States to defer the implementation of mandatory quota legislation provided that the under-represented gender holds at least 30% of the non-executive director positions or at least 25% of all non-executive director positions, including that of CEO, on a continuous basis. In response to the new Directive, in February 2023, the Swedish Corporate Governance Board published an open letter to shareholders, members of nomination committees and employee organisations in Swedish listed companies. According to the Board’s summary, as of 21 June 2022, the overall proportion of female directors at Swedish listed companies amounted to 36.2% (including employee representatives) and 35.4% (including employee representatives and the CEO), which means that conditions for postponing the implementation of the Directive currently exist in Sweden. However, the Board particularly urges shareholders and nomination committees to continue working towards the long-term goal of ensuring that at least 40% of directors of Swedish listed companies are of the underrepresented gender.


REVIEW THE COMPANY'S REMUNERATION GUIDELINES

A Board of Directors of a listed company on a regulated market should carry out an annual review of whether there is a need to update the company's remuneration guidelines for senior executives. Under the Swedish Companies Act, the Board of Directors must draw up new draft remuneration guidelines whenever there is a need for significant changes and at least every four years. Changes to the ITP1 plan whereby pension provisions will no longer be made on salaries exceeding a particular amount (currently SEK 185,750 per month) apply from 1 January 2023. This may be relevant for companies whose remuneration guidelines state that pension provisions for senior executives will be limited to what applies under the ITP1 plan. If the intention is for a senior executive to receive additional pension provisions for salary that exceeds the income ceiling, the Board of Directors should consider proposing updated guidelines that address this.


THE KEY TO A SUCCESSFUL ANNUAL GENERAL MEETING

Our experience shows that preparation and long-term planning are the key to a successful annual general meeting. Below are some examples of matters that need to be dealt with in advance of the meeting.

  • The Board of Directors should discuss what proposals should be presented at the meeting (in addition to the usual matters to be dealt with at an annual general meeting) in good time before the meeting. If the intention is to submit a draft resolution on a new incentive scheme, preparations should begin in good time so the draft can be properly prepared.
  • Monitor the work of the nomination committee and ensure that the nomination committee’s proposals and reasoned opinion are completed well in advance of the publication of the notice.
  • The Board of Directors must make a decision to call a general meeting. Schedule a Board meeting to approve the notice before it is submitted to the newspapers. We recommend that the notice be published by means of a press release when the Board of Directors has decided to call a general meeting (though no later than the evening before the publication of the notice in the newspapers and on the website).
  • A notice and announcement must be published in the newspapers and on the website no later than four weeks in advance of the general meeting. Bear in mind that the notice and announcement need to be submitted to the newspapers 2–3 working days before publication.
  • Make sure that relevant documents and documentation for resolutions (such as the annual report and auditor’s report, proxy forms and draft resolutions) are available on the website.
  • It is a good idea to prepare the register of voters, draft minutes and general meeting press release in advance of the meeting. The general meeting press release must be published as soon as possible after the general meeting. The minutes must be made available on the company’s website no later than two weeks after the general meeting.
  • Certain resolutions (e.g. changes to the Board of Directors and issue authorisations) must be reported to the Swedish Companies Registration Office for registration.


You are very welcome to contact us if you have any questions in advance of the annual general meeting or if you require our help with preparations for the general meeting.

Capital markets and public M&A

Lindahl’s competence group for capital markets and public M&A advises Swedish and foreign listed companies and other companies, venture capital companies, banks, investment banks, stockbrokers and other operators in various transactions and matters within the area of capital markets and public M&A.

Visit page

Related

  • 2/20/2023 12:40:23 PM The Board of Directors’ information in connection with a directed share issue did not conform to good practice
  • 2/17/2023 5:39:47 PM Listing Act: The European Commission proposes a simplification of prospectus regulations and the Market Abuse Regulation (MAR)
  • 2/9/2023 2:44:04 PM Proposal for new regulations on VAT on investments
  • 10/3/2022 2:54:14 PM Greater risks mean more stringent requirements – how to assess whether your business is security sensitive
  • 4/20/2022 1:21:03 PM Extended ability to apply voluntary tax liability
  • 3/14/2022 3:31:28 PM One step closer to due diligence requirements in regard to sustainability
  • 3/14/2022 12:22:55 PM News within company law and capital markets and public M&A

Contact

  • Ola Svanberg

    Stockholm

    ola.svanberg@lindahl.se +46 761 269 115
  • Erika Svensson

    Uppsala

    erika.svensson@lindahl.se +46 704 215 839
  • Carl-Johan Krusell

    Malmö

    carl-johan.krusell@lindahl.se +46 709 896 502
  • Nils Lundgren

    Helsingborg

    nils.lundgren@lindahl.se +46 708 955 337
Pages
  • Start
  • About us
  • Areas
  • Our people
  • Latest news
  • Privacy
Our offices
  • Stockholm reception.stockholm@lindahl.se +46 8 527 70 800
  • Göteborg reception.goteborg@lindahl.se +46 31 799 10 00
  • Malmö reception.malmo@lindahl.se +46 40 664 66 50
  • Uppsala reception.uppsala@lindahl.se +46 18 16 18 50
  • Örebro reception.orebro@lindahl.se +46 19 20 89 00
  • Helsingborg reception.helsingborg@lindahl.se +46 42 17 53 00
Social media
  • Connect with us on social networks: Instagram, Linkedin, Youtube, Facebook,

Disclaimer

The material and information on this site is intended for general informational purposes only and does not constitute legal advice on any specific matter. Please note that all images on Lindahl's website, www.lindahl.se, are subject to intellectual property protection and downloading, publication, copying and/or other use of the images requires the written consent of the rights holder. You'll find Advokatfirman Lindahl KB's general terms and conditions here.

Some cookies are essential, others help us improve your experience by providing insights into how the site is used. For more information, please visit our Cookie Policy.

Essential Cookies

These cookies are necessary for the functionality of the site and cannot be disabled.

Analytics Cookies>

We use Analytics cookies to collect information that gives us insight into how our website is being used. We anonymize IP addresses in Google Analytics. By clicking on Decline we won't save theese cookies.

Decline
We use cookies to get insights on how our site is used and give our visitors the best possible experience