Since 1 January 2024, it is possible for companies and associations to hold general meetings completely digitally if that is possible under provisions contained in the company’s or the association’s articles of association or statutes. In order to be able to take advantage of the ability to hold a general meeting digitally, it is therefore necessary to first decide on an amendment to the articles of association or statutes. Nevertheless, the general meeting may be held digitally if extraordinary circumstances so require, even if no such provision exists in the articles of association or statutes.
The new rules are technology-neutral and do not specify what technical solutions must be used in order to hold a general meeting digitally. However, the board of directors and the chairperson of the general meeting need to ensure that the general meeting can be held in a correct manner, which means, among other things, that it must be possible to identify the participants and manage voting and counting of votes. In companies and associations with a large number of shareholders and members, in practice the use of a reliable technical solution will be required in order to hold a general meeting completely digitally. Consideration also needs to be given to how to deal with a situation whereby participants are unable to exercise their rights at the general meeting due to technical problems.
If the general meeting is held digitally, the manner in which a shareholder or member must go about participating and voting at the general meeting must be clearly stated in the notice. A digital general meeting can be combined with the option of postal voting, though it is not a requirement.
The Swedish Companies Act does not differentiate between listed and unlisted companies when it comes to the possibility of holding digital general meetings. However, in the latest version of the Swedish Code of Corporate Governance (the Code), a new code rule has been introduced whereby listed companies subject to the Code must always hold physical general meetings in which shareholders can participate, even if it is also possible to take part digitally. That means, as a starting point, that listed companies must not hold completely digital general meetings. Since the pandemic, many listed companies have offered postal voting and/or the ability to follow the meeting remotely through webcasts or other digital technologies as an alternative to physical participation in the general meeting. However, technical solutions that enable votes involving remote participants in real time have not yet had a major impact. Our assessment is that many listed companies will continue to combine physical general meetings with the ability to take part by means of postal voting in the coming general meeting season.
THE KEY TO A SUCCESSFUL 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. 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.
