Are you ready for the Swedish AGM season?

The Swedish annual general meeting (Sw. årsstämmor) (“AGM”) season may seem distant, but successful companies know that early preparation is the key to a smooth, compliant, and strategically valuable annual general meeting. Whether you're managing a private company or navigating the complex requirements of a listed entity, starting your preparations now will save time, reduce costs, and minimise risks when the busy spring season arrives.

Bird & Bird regularly advises companies within the areas of company law and corporate governance, where our client base includes everything from smaller private companies to public companies with a widespread shareholder base. Additionally, we commonly act as chairman of AGMs and/or keeper of the minutes.

Six essential steps to start now

If a company’s shares are listed on a share exchange, or if the company applies the Swedish Corporate Governance Code (Sw. Svensk kod för bolagsstyrning), (the “Governance Code”) certain actions shall be taken very soon. For private companies, the framework is much easier to navigate and, in addition to the issuing of the notice, only items (5)-(6) below must be considered.

1. Announce the nomination committee (Sw. valberedningen)

For companies applying the Governance Code, a nomination committee shall be appointed and announced no later than six months prior to the AGM on the company’s website. The nomination committee submits proposals for the election of the chairman of the board, the other directors, and remuneration for the directors of the board. Thus, it shall be confirmed that a nomination committee is appointed by the general meeting or that appropriate instructions have been adopted setting out the procedure for appointing the nomination committee.

2. Confirm and announce the date of the AGM

An AGM must be held within six months from the end of the previous financial year. If the AGM is to be held as a physical meeting, and it is foreseen that it will be a well-attended meeting, it is advisable to book a venue well in advance as many companies hold their AGMs during a short period of time.

For companies applying the Governance Code, the date and place of the AGM shall be published on the company’s website without delay and no later than in connection with the publication of the Q3 report. Companies having their shares listed on a regulated market or a multilateral trading facility shall include the date of the planned AGM in the end-of-year report (Sw. bokslutskommunikén).

3. Finalise the annual accounts

   To facilitate a smooth process, our general recommendation is to confirm the relevant dates with the auditor well in advance. Auditors face significant time pressures during AGM season, so early coordination is essential. Confirming key dates well in advance not only secures their availability but also improves your internal planning and workflow. Companies having their shares listed on a regulated market, or that are applying the simplified notice procedure, shall provide the accounting documentation no later than three weeks before the AGM. Other companies shall provide the documentation no later than two weeks before the AGM.

4. Update the company calendar

   If the company has its shares listed on a regulated market or a multilateral trading facility,[1] a company calendar shall be published on the company’s website setting out the dates for the AGM and financial reports. The calendar shall be updated before the next financial year commences.

5. Identify matters to be handled by the AGM

   In addition to the mandatory matters to be handled by the AGM (i.e., adoption of the income statement and balance sheet, appropriation of the company’s profit or loss, discharge from liability, and, for companies with their shares listed on a regulated market, the adoption of rules for the remuneration of senior executives) and the appointment of directors of the board and auditor, it should be considered if any other matters shall be handled.

   Many companies take the opportunity to resolve upon the implementation of incentive programmes, authorisations to the board of directors to issue shares, convertibles, or warrants, and changes to the articles of association. Unless general meetings can be held easily, and even by way of a written resolution, this is less critical. We therefore recommend seeking specialist advice well in advance to ensure proper preparation and compliance.

   For a public company, or a company having its shares listed on a regulated market or a multilateral trading facility, certain additional rules are applicable in relation to, e.g., incentive programmes and other new issues directed towards the company’s employees. Thus, we recommend seeking advice well in advance to ensure proper preparation and compliance.

6. Resolve upon how the AGM shall be held

   Following the pandemic, many companies amended their articles of association to enable proxy collection and postal voting. Whilst electronic meetings are now legally permitted, they remain uncommon among listed companies. However, many private companies, particularly those with international shareholders, have embraced postal voting to improve participation.

   If permitted pursuant to the articles, the most common approach is to allow the shareholders to mail in their votes to better enable the shareholders to have their votes count.

Choosing the right chairman: why it matters

Once the preparations have been completed and the AGM commences, it is important to ensure that the meeting is conducted in an orderly and efficient manner whilst maintaining transparency and compliance with applicable rules. The chairman of the meeting plays a crucial role in this regard and should be well-prepared to handle both routine matters and any unexpected questions or proposals that may arise during the meeting.

It is common that the chairman of the board acts as chairman of the AGM in smaller companies. Whilst this approach is understandable and convenient, it can create governance concerns, particularly where shareholder disputes exist or discharge from liability is contested. Other advantages of an external chairman are that it relieves the chairman of the board and that such a chairman, who assists at different general meetings in different companies, acquires more experience of general meeting practice. For companies applying the Governance Code, the nomination committee must submit a proposal for the chairman of the general meeting. However, the general meeting retains the right to elect a different chairman if it chooses.

Post-AGM compliance: getting it right

After the AGM has been held, certain work remains for a limited circle of officials and advisers. In addition to the minutes needing to be finalised, verified, and signed, listed companies are required to publish a meeting announcement immediately after the AGM has concluded. Such an announcement can advantageously be prepared in advance of the AGM and then, if necessary, be finalised before publication.

Finally, there may be a need to submit certain decisions for registration with the Companies Registration Office, such as changes to the board and share issue authorisations. Typically, all filings are prepared before the holding of the AGM to ensure that the resolutions are registered quickly.  Before the registration notifications are sent to the Companies Registration Office, it is important to ensure that the notifications are complete in order to be certain of swift and correct processing and registration.

Timing matters: whilst board changes take effect when the Companies Registration Office receives your filing, share issue authorisations cannot be exercised until formally registered. This makes accuracy and completeness in your filings absolutely critical; errors can cause costly delays at crucial moments.

Need support with your AGM preparations? Our team is ready to help you navigate the complexities of Swedish corporate governance.