Green light from the Parliament: The Annual General Meeting may be postponed until 30 September 2020 and listed companies may hold the meetings without any shareholders present

The Parliament has today passed a temporary act (HE 45/2020 vp) concerning deviations from, among other things, the Companies Act and the Housing Companies Act. The contents of the act are in accordance with the report of the Commerce Committee TaVM 8/2020 vp.

The purpose of the temporary legislation is to allow statutory and regular meetings of corporations to be postponed or attended by means of virtual participation in order to prevent the spreading of the coronavirus at the meetings.

The temporary legislation will enter into force as soon as possible and will remain in force until 30 September 2020. The act applies to meeting to which an invitation has been sent out in accordance with the temporary act and which are held while the act is in force.

The contents of the temporary legislation in a nutshell

All limited companies and housing companies:

  • The right to hold the Annual General Meeting following the financial year that ended between 30 September 2019 and 31 March 2020 no later than by 30 September 2020.
  • The right to hold meetings by 30 September 2020 also applies to Extraordinary general meetings and general meetings regarding deciding on the approval of a merger or demerger plan.
  • The right to postpone the meeting until 30 September 2020 also applies to:
    • Cooperatives and cooperative banks
    • Associations
    • Commercial banks
    • Meetings of the trustees of savings bank
    • Insurance companies and pension insurance companies
    • Fund meetings of unemployment funds
    • Representative bodies of insurance funds
    • Councils of unemployment funds

Listed companies and First North listed companies:

  • Pursuant to the decision of the company’s board of directors, the Annual General Meeting may be held solely by means of virtual participation.
  • Pursuant to the decision of the company’s board of directors, the Annual General Meeting may be organized in a way that a shareholder may exercise their rights at the Annual General Meeting only by way of proxy representation.
  • A combination of the two abovementioned is also possible.
  • The provisions apply to Annual General Meeting and the Extraordinary General Meeting.
  • The organization of meetings in accordance with the temporary legislation requires extraordinary contents with respect to the notice to convene the Annual General Meeting. The Advisory Board of Listed Companies has prepared in accordance with the temporary legislation a template for the notice to convene the Annual General Meetings.

Cooperatives and registered associations:

  • Annual General Meeting may be attended by way of proxy representation or power of attorney or remotely.
  • Applies also to:
    • Meetings of representative bodies of cooperative banks
    • Meetings of the trustees of savings bank
    • General meetings of insurance companies
    • Fund meetings of insurance funds

Accounting Act:

  • According to 3:6 of the current Accounting Act, financial statements and annual report must be prepared within 4 months following the end of a financial year.
  • However, according to the temporary legislation, the preparation of financial statements and annual reports regarding the financial year that ended between 30 November 2019 and 29 February 2020 may be postponed and prepared no later than by 30 June 2020.

Read also:

No cause for concern: Government proposal to allow postponing Annual General Meetings until 30 September 2020 and holding listed companies’ Annual General Meetings without shareholders physically present

Merilampi’s experienced specialists participate annually in the preparation of several private and public companies’ Annual General Meetings and managing the duties of chairman in these meetings.

Further information