Yhtiökokous ja suhteet osakkeenomistajiin

Shareholders’ meetings

In accordance with the Limited Liability Companies Act, the shareholders’ meeting is the organ exercising the highest power of decision in a limited liability company. The shareholders exercise their power of decision at the shareholders’ meeting.

The aim of the legislation on shareholders’ meetings is to ensure that the shareholders’ positions concerning issues that are important for the company are reliably and within a reasonably quick time frame brought forth. Another reason why the shareholders’ meeting is an important occasion is that the management and board of directors of the company are present at the meeting, where they are easily available to the shareholders. Shareholders’ meeting practices are affected by the size of the company, the number of shareholders, the company’s ownership structure and the nature of the company’s operations.

Ordinary and extraordinary shareholders’ meeting

Pursuant to the Limited Liability Companies Act, the ordinary shareholders’ meeting must be held within a period of six months from the end of the financial period. At the ordinary shareholders’ meeting, decisions must be made concerning the matters required by the Limited Liability Companies Act.

An extraordinary shareholders’ meeting must be held in the event that the articles of association provide it, or the board of directors deems it necessary. An extraordinary shareholders’ meeting is usually called in order to handle a specific matter, for example a share offering.

In a shareholders’ meeting, the overall principles of the Limited Liability Companies Act are adhered to, such as the principles of majority rule and equality. Unless otherwise required by the Limited Liability Companies Act or the articles of association, decisions are made by the majority of votes cast. To protect the equality of the shareholders, the shareholders’ meeting shall not make decisions or take other measures that are conducive to conferring an undue benefit to a shareholder or another person at the expense of the company or another shareholder.

Shareholder’s rights at a shareholders’ meeting

The right to request information, the right to speak at the shareholders’ meeting as well as the right to request a special audit and minority dividends are the most important rights of the shareholders at a shareholders’ meeting. Pursuant to the Limited Liability Companies Act, shareholders also have the right to have a matter falling within the competence of the shareholders’ meeting dealt with by the shareholders’ meeting, if the shareholder so demands in writing from the board of directors well in advance of the meeting, so that the matter can be mentioned in the notice.

Communications and relationships with the shareholders

In accordance with the Limited Liability Companies Act, the shareholders exercise their power of decision in the shareholders’ meeting, with the ownership of shares bestowing no other rights to make formal decisions about matters concerning the company.

Discussions with the shareholders

Shareholders often exercise de facto authority outside the shareholders’ meeting, as the board of directors of a limited liability company may discuss in advance with certain largest shareholders in order to find out whether it can be assumed that the proposals planned by the board will receive a sufficient support in the shareholders’ meeting.

This kind of communication can be explained on the grounds that it is in the interest of all shareholders to avoid unnecessary shareholders’ meetings, and such meetings where decisions prepared for those meetings are not made due to lack of support.

Maintaining lines of communication with certain significant shareholders can also be necessary in contexts other than shareholders’ meetings. However, before opening talks, the board must ensure that said talks are in the interest of the company, and are not conducive to conferring undue benefits to a shareholder or another person at the expense of the company or other shareholders. The principles for discussion should always be agreed in the board in advance. With listed companies, insider regulations always set restrictions on communications and discussions with shareholders.

Communications

Good governance of public and private limited liability companies requires the board to provide reliable and sufficient information concerning company matters in order to ensure that shareholders and investors can assess the activities of the company and its board of directions as well as the profitability of their investments. Providing information also ensures the appropriate price formation of shares, and promotes confidence in the securities markets.