Three new instructions regarding the Swedish Corporate Governance Code

The Swedish Corporate Governance Board has decided to introduce requirements on code application for foreign companies listed in Sweden. As of the beginning of next year, these companies will need to either apply the Swedish Corporate Governance Code or their home country code.

At the same time, the Swedish Code has been adapted to changes in other regulations.

Instruction 1-2010: Three-year vesting period for incentive programmes

According to the present wording of the relevant rule, the requirement that the vesting period (or the period from the commencement of an agreement to the date for acquisition of shares) is to be not less than three years is only applicable to programmes in which shares are acquired. Synthetic option plans and other share related incentive programmes that do not involve the purchase of shares are also to be covered by the requirement. This is in line with the EU Commission's position on the matter. The change is effective immediately.

Instruction 2-2010: Requirements on code application for foreign companies listed on NASDAQ OMX Stockholm and NGM Equity

Today, foreign companies whose shares or depositary receipts are admitted to trading on a regulated market in Sweden do not need to apply the Swedish Code. However, with effect from 1 January 2011, these companies will be required to apply the Swedish Code, the corporate governance code in force in the country where the company has its registered office or the code of the country in which its shares have their primary listing. If the company does not apply the Swedish Code, the company is to include a statement describing in which important aspects the company's conduct deviates from the Swedish Code in, or adjacent to, its first corporate governance report submitted after 31 December 2011.

Instruction 3-2010: The rule on the publication of General Meeting minutes superseded by legislation

The requirement under Rule 1.7 of the Swedish Code that the minutes of the general meeting are to be made available on the company's website ceases to apply from 1 January 2011, when it is replaced by nearly identical rules in the Swedish Companies Act. However, the requirement that the minutes should be available in languages other than Swedish in certain circumstances remains in the Swedish Code.

 Instruction 1-2010

 Instruction 2-2010

 Instruction 3-2010