The statutes of the Association for Generally Accepted Principles in the Securities Market, (Föreningen för god sed på värdepappersmarknaden), apply the Association and its four self-regulation bodies: The Swedish Securities Council, (Aktiemarknadsnämnden); the Swedish Corporate Governance Board, (Kollegiet för svensk bolagsstyrning); the Swedish Accounting Standards Board, (Nämnden för svensk redovisningstillsyn); and the Swedish Financial Reporting Board, (Rådet för finansiell rapportering).
The following are the statutes of the Association for Generally Accepted Principles in the Securities Market that apply to the Swedish Corporate Governance Board, including amendments adopted by the Association Meeting on May 24, 2018.
The Board is to
• Promote good development of Swedish corporate governance, primarily by ensuring that Sweden has a relevant, up-to-date and effective code of corporate governance for stock market listed companies and non-Swedish companies whose shares or depository receipts are admitted to trading on a regulated market in Sweden (listed companies),
• promote good practice in the Swedish stock market by issuing rules on good practice in this market, including rules regarding public takeover bids, and
• work internationally for increased awareness and understanding of Swedish corporate governance and the Swedish stock market and safeguard Swedish interests in these areas.
The Board sets norms but is not a supervisory or judicial body in Swedish self-regulation of listed companies and Swedish and foreign companies whose shares are traded on a trading platform, MTF, in Sweden (listed companies).
The task of promoting Swedish corporate governance includes
• monitoring application of the Code and public debate in the field, and compiling and analysing experiences and views on the practical use of the code that emerge,
• monitoring developments in legislation and other regulations in the field of corporate governance, - following developments in other countries, in relevant supranational organizations and bodies and in academic research in the field,
• on the basis of the above, making any changes to the Code that the Board deems appropriate and securing support for these among relevant stakeholders.
The task of promoting good practice in the Swedish stock market includes
• monitoring the application of rules in the market, including rules on public takeover bids,
• monitoring the development of legislation and other regulation, as well as academic research on stock market issues in Sweden and internationally, and
• on the basis of the above, issuing any new rules or amendments to existing rules that are deemed appropriate and securing support for these among relevant stakeholders.
The Board consists of chair, vice chair and a maximum of twelve other members, one of whom may be appointed as executive director. Each is appointed by the Board for two years at a time, whereby approximately half of the members are appointed each year. Members of the Board are to contribute to the work of the Board with their personal knowledge and experience and not to represent any delimited underlying interest.
The Board shall is to have a broad composition that ensures credibility in its ability to fulfil its tasks with a high level of competence and complete integrity towards individual actors and other interests. In order to achieve this, the following range of experience, expertise and perspectives should be represented in a balanced manner among the members of the Board, with an emphasis on the circumstances of listed companies and on the stock market:
• Institutional, private and state ownership.
• Swedish and international capital markets.
• Executive management and board work.
In addition to the aforementioned ordinary members, the Board may co-opt additional individuals for its work for individual meetings or on a longer-term basis. Decisions on continuous co-opting of individuals are to be approved by all ordinary members.
The Board is to have a secretariat led by the Board’s secretary, who is appointed by the Board. Upon a proposal by the Board, the secretary may be appointed by the Association for Generally Accepted Principles in the Securities Market as Executive Director for the duration of the assignment as secretary.
The Board is to report continuously on its financial position to the Association for Generally Accepted Principles in the Securities Market.
The Board is to shall meet no fewer than four times per year, and more frequently if required. The Chair of the Board each meeting after consultation with the secretary. In addition, individual members may call for the Board to meet.
For a quorum, no fewer than half of the members of the Board are to be present and to participate in the decision. Each member has one vote. A member has the right to have a divergent opinion listed in the minutes. Decisions are normally made by simple majority. In the case of an equal number of votes, the Chair has the casting vote. However, decisions on amendments to the rules of the Code or the introduction of new or amended rules regarding good practice in the stock market are to be made by a qualified majority of no fewer than three quarters of all ordinary members.
The Board is to establish in plenary session a set of rules of procedures in which the work of the Board is more closely regulated and to inform the Association for Generally Accepted Principles in the Securities Market of the content of the rules of procedure.