The Corporate Governance Review: Finland

Overview of governance regime

The main sources of law relating to governance practices of listed companies in Finland are the Companies Act2 and the Securities Markets Act.3 In addition, related regulations as well as guidelines, recommendations and rules issued by the competent authorities at both the domestic and the EU levels, including the Finnish Financial Supervisory Authority (FIN-FSA), the Helsinki Stock Exchange (operated by Nasdaq Helsinki Ltd) and the European Securities and Markets Authority (ESMA), are key regulatory sources in the Finnish governance regime. Requirements for corporate governance increasingly stem from EU legislation, particularly the second Shareholder Rights Directive4 (SRD II).

Furthermore, self-regulation performs an essential role, as do the articles of association and other company-specific rules of procedure, such as work ordinances of the board and chief executive officer. Self-regulation norms can be found in the revised Finnish Corporate Governance Code5 (the Code) applied as of 1 January 2020 (reflecting the requirements of SRD II) and in the Helsinki Takeover Code applied as of 1 January 2014, both issued by the Securities Market Association.

Corporate leadership

i Board structure and practices

Pursuant to the Companies Act, the mandatory organs of a limited liability company are the general meeting and the board. A supervisory board whose duties comprise the supervision of the company's administration and governance by the board and the CEO may also be appointed. In practice, only a few listed companies have a supervisory board.

Legal responsibilities of the board

The board is responsible for the overall administration of a company and the organisation of its operations, as well as for arranging control of the company accounts and finances. The directors and the CEO have a general duty to act with due care and in the best interests of the company.

In addition, the Companies Act contains several provisions by which the members of the board of directors are expressly entrusted with specific responsibilities, such as the ability to elect and dismiss the CEO, the obligation to draw up financial statements and the annual report as well as various other administrative obligations.

According to the Code, the board of a listed company shall draw up a written charter defining its main duties and working principles. The key contents of the charter shall be reported as part of the corporate governance statement, thus providing the shareholders with more insight to evaluate the operations of the board.

Decision-making

A quorum is constituted when more than half of the directors are present, unless a larger proportion is required in the articles of association. When the proportion is calculated, disqualified directors are considered absent. The opinion of the majority shall constitute a decision of the board of directors. The articles of association may provide that decisions of the board shall, to be valid, be made by a qualified majority or unanimously. However, to our knowledge, listed companies very seldom use such qualifications. In the event of a tie, the chair shall have the casting vote.

Committees

The board may establish committees for the preparation of matters within its competence. The board remains responsible, however, for the duties assigned to those committees. The Code describes the establishment and functions of an audit, remuneration and nomination committee. The board elects the members and the chair of any such committee from the directors. A committee shall consist of at least three directors, all having the expertise and experience required for the duties of the committee in question.

Pursuant to the Code, a listed company shall establish an audit committee if the extent of the company's business requires that matters pertaining to financial reporting and control are prepared in a more concentrated manner than by the directors.

If established, a nomination committee prepares matters pertaining to the election of the directors. A remuneration committee, in turn, prepares the remuneration policy and may also be assigned to prepare the appointment of the CEO and the rest of the management team, as well as to assess and prepare their remuneration.

The board may also establish ad hoc committees to deal with matters of particular importance, such as a major acquisition or receipt of a takeover proposal.

Board and company practice in takeovers

Pursuant to the Securities Markets Act, both the party making a takeover bid and the target company listed on the Helsinki Stock Exchange shall comply with the Helsinki Takeover Code, a recommendation issued by the Securities Market Association to promote good securities markets practice. Further regulations and guidelines concerning takeover bids have been set forth by the FIN-FSA.

The board of a target company performs an important role in public takeovers. The Securities Markets Act and the Helsinki Takeover Code impose certain obligations relating to these situations.

The board has an obligation to seek the best possible outcome for the shareholders and actively evaluate and undertake the measures needed to achieve this objective. In a takeover bid situation, the interests of the shareholders require that the board of directors evaluate the bid and its consequences from various viewpoints and assess it in light of other possible alternatives. The board of the target company may also seek competing bids subject to its own discretion.

Pursuant to the Securities Markets Act, the board of a target company shall make a public statement containing a well-founded assessment of the bid. The Helsinki Takeover Code recommends that the public statement contains a recommendation whether the bid should be accepted. In such recommendation, particular attention should be paid to the valuation, the nature of the consideration and the overall feasibility of the takeover bid.

Remuneration

According to the Companies Act, the general meeting shall decide on the remuneration of the board. The remuneration of the CEO shall be decided by the board. In a listed company, these decisions must be, save for certain exceptions, based on the listed company's remuneration policy, which shall be presented to the general meeting always when materially revised and at least every four years.

Following the implementation of the SRD II, listed companies are obliged under the Securities Markets Act to disclose an annual remuneration report on the remuneration awarded to the directors and members of their supervisory board, if any, as well as to their CEO and deputy CEO, if any, during the preceding financial year. Detailed rules concerning the remuneration report have been set forth in a decree of the Ministry of Finance6 and in the Code. The Code also recommends that a listed company provide aggregated information on its website about the remuneration of other members of its management team.

ii Directors

Appointment, nomination and term of office

The general rule is that the annual general meeting elects all directors, unless otherwise provided in the articles of association. If there are fewer than three directors, at least one deputy member shall be appointed. If the board has more than one member, the board shall elect a chair from its members.

Unless otherwise provided in the articles of association, the term of a board member in a listed company shall end with the conclusion of the next annual general meeting following the general meeting in which the member was elected. According to the Code, good corporate governance requires that the entire board of a listed company is elected once a year at the annual general meeting. In addition, the general meeting may decide to establish a shareholders' nomination board consisting of representatives of major shareholders for the purposes of preparing a proposal to the annual general meeting for the composition and remuneration of the board.

Competency and independence

According to the Code, a board member must have the competence required by the position and, in general, the composition of the board shall reflect the requirements set by the company's operations and development stage. Pursuant to the Companies Act, legal persons, minors, persons under guardianship, persons with restricted legal competence, and persons who are bankrupt cannot be appointed as directors. Additionally, a person who has been prohibited by a court decision from conducting business cannot be appointed as board member during the time the prohibition remains valid. Further, according to the Companies Act, at least one member of the board must reside within the European Economic Area unless the company has been exempted from this requirement by the registration authority.

Under the Code, the majority of the directors shall be independent of the company and at least two of the directors must be independent of significant shareholders of the company. The board shall evaluate the independence of its directors.

Liability of directors

Pursuant to the Companies Act, a member of the board or of the supervisory board and the CEO shall be liable for the loss that he or she, in violation of the duty of care, other provisions of the Companies Act or the articles of association, has deliberately or negligently caused to the company while in office. If the damage has not been caused while in office, other compensation provisions, particularly as provided by the Tort Liability Act,7 may still apply.

Conflicts of interest

Pursuant to the Companies Act, a member of the board is disqualified from the consideration of a matter that concerns a contract or other legal act between that board member and the company, or a contract between that member and a third party, if the member is expected to have a substantial interest in the matter that may conflict with the company's interest.

As a result of the implementation of SRD II, a board member of a listed company is also disqualified, with certain exceptions, from the consideration of a matter in the company's or its subsidiary's board, if it concerns a contract or other legal act that involves a party related to the board member, as defined in the International Financial Reporting Standards (IFRS), and if the contract or act will not be made in the ordinary course of business or concluded on market terms. In a listed company, the CEO and members of the supervisory board (if appointed) are also bound by the above-mentioned rules of disqualification. Participation of a disqualified member in the decision-making process may lead to invalidity of the decision.

Disclosure

i General

Disclosure obligations and the management of insider information in listed companies are primarily regulated by the EU Market Abuse Regulation (MAR)8 and the Securities Markets Act. Further regulation has been set forth in the regulations and guidelines of the FIN-FSA and ESMA and in the rules of the Helsinki Stock Exchange. The latter have been harmonised, as of May 2020, with the rules of Nasdaq Copenhagen, Iceland and Stockholm to create a common Nordic equity market in respect of exchange rules. As a result, some applied practices and certain other minor changes have been incorporated in the rules, causing no substantial alterations to the practices already followed by issuers. Based on applicable disclosure obligations, listed companies are required to provide certain information to the market both periodically and on a continuing basis. Violation of or failure to follow the applicable disclosure obligations may result in administrative and criminal sanctions.

Periodic disclosure obligation

Pursuant to the Securities Markets Act, listed companies shall publish financial statements, a management report and an auditor's report annually. The financial statements of a listed company shall be prepared in compliance with the IFRS.

Further, listed companies are obliged to disclose an interim financial report covering the first six months of their fiscal year. The interim financial report shall be disclosed without undue delay and not later than three months after expiry of the reporting period. Quarterly financial reporting, however, is no longer mandatory, although still applied by many listed companies.

In addition, listed companies are required to disclose a corporate governance statement annually, either as part of the annual management report or, as the Code suggests, as a separate report. Detailed rules concerning the periodic disclosure obligation, interim financial reports, the management report and the corporate governance report as well as a remuneration policy and remuneration report have been set forth by the Ministry of Finance.9 The Code also includes recommendations regarding the corporate governance and remuneration reports.

Continuous disclosure obligation

The MAR requires issuers to inform the public as soon as possible of information of a precise nature that, if made public, would be likely to have a significant effect on the price of a security. However, pursuant to the MAR, a company may, at its own responsibility, delay the disclosure of inside information provided that immediate disclosure is likely to prejudice the legitimate interests of the issuer, the delay is not likely to mislead the public and the issuer is able to ensure the confidentiality of the information in question. In this case, an insider list shall be drawn up.

Other requirements and disclosure obligations

The MAR requires listed companies and any person acting on their behalf or on their account each to maintain a list of all persons who have access to inside information and, upon request, provide the list to the FIN-FSA. According to the Securities Markets Act, issuers whose financial instruments are admitted to trading on a growth market of small and medium-sized enterprises also shall include all persons having access to inside information on their insider lists. Recommendations concerning the management of insider lists have been set forth in the Code and in the guidelines for insiders of listed companies issued by Nasdaq Helsinki.

According to the Securities Markets Act, a shareholder of a listed company is obliged, with certain exceptions, to notify the company and the FIN-FSA of the total number of shares and voting rights held (flagging notification) when the proportion reaches, exceeds or falls below certain threshold limits (5, 10, 15, 20, 25, 30, 50, 66.66 and 90 per cent). On receipt of a flagging notification, the company must disclose the information about the notification to the public. The MAR also requires persons with managerial responsibilities within a listed company, and persons closely associated with them, to promptly notify both the company and the FIN-FSA of transactions conducted on their own account relating to the issuer's securities.

Based on the implementation of the SRD II, listed companies are also required to disclose transactions concluded with a related party that are material for a shareholder unless the transaction has been entered into in the ordinary course of business or concluded on market terms. Such disclosure shall be made at the latest when the company is bound by the transaction.

Nasdaq First North Growth Market

Nasdaq Helsinki Ltd operates the First North Growth Market Finland, the only multilateral trading facility in Finland that is an alternative stock exchange designed for small and growing companies. Companies listed on the First North Growth Market are subject to less extensive rules regarding, for instance, listing requirements, disclosure obligations and takeover situations. Further, companies listed on the First North Growth Market are not obliged to prepare financial statements in accordance with the IFRS nor are they required to comply with the Code.

Nasdaq Helsinki Ltd launched a senior growth market segment, the First North Premier Growth Market Finland, in May 2020 (designed to assist companies in gaining investor visibility and preparing for a transfer to the Main Market). Companies listed on the First North Premier Growth Market must comply with stricter listing requirements than the standard First North Growth Market rules.

Corporate social responsibility / ESG

i Corporate social responsibility and wider society

The concept of corporate social responsibility has become more diverse and more prominent in recent decades and especially during the past few years, which in turn has made companies regard corporate responsibility not merely as a burden but as a strategic opportunity for reform and a source of competitive advantage.

As social and environmental responsibility has become increasingly important in public speech, companies have started also to pay more and more attention to reputational risk aside from financial and operative risk. For instance, aggressive tax optimisation, poor working conditions in a factory of a foreign subcontractor or unclear information on the origin of raw materials may impose a significant reputational risk for a company. The increased demand for risk management has led to the use of numerous different certificates and standards and has increased the importance of company policies and internal auditing. Correspondingly, consumers' growing consciousness of the effects that production of goods has on local ecosystems and communities has increased the demand for transparent reporting.

Corporate social reporting has developed mainly voluntarily. Although some general frames of reference have been developed for responsibility reporting, such as the Global Reporting Initiative, which is used by many Finnish companies, the quality of these reports has varied. Standards and instruments have also been developed to improve environmental management and social responsibility in companies, such as ISO 14000, ISO 26000 and the EU Eco-Management and Audit Scheme. However, some regulation relating to corporate social reporting exists. For example, according to the Accounting Act,10 listed companies shall describe the non-financial indicators regarding personnel and environmental impacts in a management report if it is necessary to understand the company's development of operations and profitability, financial position and most significant risks and uncertainties.

The Ministry of Economic Affairs and Employment of Finland published a report in 2020 concerning the implementation of a contemplated Corporate Social Responsibility Act, setting a duty of care for corporations for observing social responsibility aspects in their operations.11 Furthermore, the European Commission is preparing regulation relating to sustainable corporate governance. Thus it appears that the corporate social responsibility scene may become more regulated in the future.

Risk management

The board is responsible for the organisation and effective oversight of a company's risk management. Recommendations regarding internal control and risk management for the board in listed companies are set forth in the Code. Pursuant to the Code, the board shall ensure that the company has defined the operating principles for internal control and that the company monitors its functioning. In addition, companies shall include the operating principles for internal control, the risk management principles relating to financial reporting processes and the main principles applied in internal audit in the corporate governance statement.

Diversity

Along with diversity in experience, education and nationality, one element of diverse composition of a board is to have balanced gender representation. Pursuant to the Code, both genders shall be represented in the board. Companies shall report the principles concerning the diversity of their board, including at least the objectives relating to both genders being represented on their board, the means to achieve these objectives and an account of the progress in achieving them.

In 2021, women's share of board seats was 29 per cent (up from 18 per cent in 2011)12 in companies listed on the Helsinki Stock Exchange, and nearly every company had a female member on the board of directors. Further, 8 per cent of listed companies had a woman as CEO.13 These numbers have been reached solely through self-regulation and increasing initiatives in commerce and industry.

Shareholders

i Shareholder rights and powers

The main rules governing shareholders' rights are set out in the Companies Act. Shareholders exercise their decision-making power at the general meeting. The annual general meeting must be held once a year within six months of the end of the financial period. Extraordinary general meetings must be convened if stated in the articles of association or when requested by the board, the auditor, the supervisory board, or shareholders holding at least 10 per cent of the total number of shares.

Each shareholder has the right to attend a general meeting. The same applies to the holders of non-voting shares unless otherwise provided in the articles of association.

Matters to be brought to the general meeting

The general meeting shall make decisions on matters that fall within its competence by virtue of the Companies Act. Matters to be decided by the general meeting include, among other things, amending the articles of association, distribution of funds, issuance, acquisition and cancellation of shares, and any decision on corporate restructuring under the Restructuring of Enterprises Act (47/1993, as amended).

In addition, a shareholder has, regardless of its ownership stake, the right to demand that a matter falling within the competence of the general meeting be addressed by the general meeting, provided that this is requested by the shareholder in writing from the board well in advance in order for the board to be able to include the matter in the notice of the general meeting.

Decision-making at the general meeting

As a general rule, each share carries one vote. However, the articles of association may provide that shares carry different voting rights or that a certain class of shares carries no voting rights. A proposal that is supported by more than half of the votes cast constitutes generally a decision of the general meeting. However, pursuant to the Companies Act, certain decisions shall, in order to be valid, be supported by a qualified majority of two-thirds of the votes cast and of the shares represented at the general meeting.

Certain provisions of the Companies Act relating to the arrangement of general meetings have temporarily been amended owing to the covid-19 pandemic. Pursuant to the temporary amendments, the board may decide, under certain conditions, that shareholders of a listed company may use voting rights only by way of representation or by post, telecommunication, or other technical means. The temporary amendments are intended to remain in force until 30 June 2022.

Voting disqualifications

A shareholder is disqualified from voting on a matter pertaining to a civil action against such shareholder or to the discharge of such shareholder from liability towards the company. In addition, a shareholder is disqualified from voting on a matter pertaining to a civil action against a third party or to the discharge of a third party from liability, if such shareholder is expected to have a substantial interest in the matter that may conflict with the company's interest. Following the implementation of the SRD II, a shareholder who is a related party (as defined in the IFRS) to the listed company is also, subject to certain exceptions, disqualified from voting on a matter pertaining to a contract or other transaction that involves such shareholder or persons closely associated with such shareholder unless the transaction has been entered into in the ordinary course of business or concluded on market terms.

Minority shareholder rights

The protection of minority shareholders is based on the principle of equal treatment. The principle of equal treatment prohibits the general meeting, the board, the CEO and the supervisory board from making a decision or taking other measures that may result in unjustified benefit for a shareholder or another person at the expense of the company or another shareholder. However, the general meeting may make such a decision or take such measures if the shareholder suffering from the unjustified benefit received by another shareholder provides its consent to such decision or measure.

The Companies Act includes various provisions relating to the exercise of minority rights. Typically, these rights may be exercised by a shareholder holding, or shareholders holding together, at least one-10th of the total number of shares in the company. The minority rights include the right to:

  1. demand an extraordinary general meeting to address a specific issue;
  2. demand the distribution of minority dividends;
  3. bring a derivative action against the company's directors, the CEO or another shareholder based on damage incurred by the company; and
  4. apply for a special audit.

Moreover, a shareholder may, in certain cases, demand that another shareholder who has deliberately abused influence in the company redeem the shares of the offended shareholder. However, such situations are uncommon and would require a serious violation to have taken place in order for the provisions concerning mandatory redemption to be applied.

Right to request information

Pursuant to the Companies Act, a shareholder has the right to review the proposed resolutions and the financial data concerning the company before a matter is decided at a general meeting. A listed company must keep this information available on the company's website and at its headquarters for at least three weeks prior to the general meeting and for three months thereafter.

At the request of a shareholder, the board and the CEO shall provide more detailed information about any circumstances that may affect the evaluation of a matter handled by the general meeting. If financial statements are addressed in the general meeting, the obligation also applies to the financial position of the company, provided that providing such information will not cause substantial harm to the company (for example, by revealing trade secrets or other confidential information).

Objection to a decision by the general meeting

Pursuant to the Companies Act, the decision of a general meeting may be challenged, inter alia, if the decision is contrary to the Companies Act or to the articles of association. A shareholder may object to a decision by bringing an action against the company within three months of the date of the decision.

Void decision of the general meeting

Pursuant to the Companies Act, a decision of the general meeting is void if:

  1. no notice of the general meeting has been delivered or the provisions on the notice have been materially breached;
  2. the decision requires the consent of a shareholder and that consent has not been obtained;
  3. the decision is clearly contrary to the principle of equal treatment; or
  4. the decision was not allowed by law, even with the consent of all shareholders.

The Companies Act does not provide a time limit for pleading the invalidity of a void decision. However, an action of objection should nevertheless be made within a reasonable time.

ii Shareholder duties and responsibilities

Duties of a majority shareholder

As a rule, shareholders have the right to pursue self-interest (i.e., shareholders are not required to act for the benefit of the company, other shareholders or other persons). However, even a majority shareholder cannot in any capacity make a decision that would violate the principle of equal treatment.

Under the Securities Markets Act, a shareholder whose proportion of voting rights increases to more than 30 per cent or more than 50 per cent of the company's votes (the bid thresholds) is required to launch a mandatory takeover bid for the remaining shares in the company. According to the Companies Act, a shareholder holding more than 90 per cent of all of the company's shares and votes has the right to redeem the shares of the other shareholders at a fair price (right of squeeze-out). Correspondingly, the shareholder whose shares may be redeemed has the right to demand redemption (right of sell-out).

iii Shareholder activism

Shareholder activism has remained a fairly modest phenomenon in Finland. However, institutional investors are seeking to take a more active role and have been instrumental in a few recent structural arrangements of listed companies. There is a long tradition in Finland of the state being a large shareholder of listed companies, and the activity or passivity of the state as a shareholder has been a frequent topic in public discussion. Other significant and influential shareholders of listed companies are the few large mutual pension insurance companies. Also, the Finnish Shareholders' Association has taken an active role in promoting the interest of minority shareholders, for example, in the squeeze-out process and in public debate in general.

As a result of the implementation of the SRD II, a large number of institutional investors and asset managers that have invested in shares traded on a regulated market in the European Economic Area are obliged to develop and disclose an engagement policy that describes how they integrate shareholder engagement in their investment strategies. Pursuant to the Investment Funds Act,14 such institutional investors must also disclose annually how their engagement policies have been implemented, including, inter alia, a general description of voting behaviour during the reporting period. If the investment fund has not disclosed an engagement policy in accordance with the Investment Funds Act, it must explain why.

iv Takeover defences

The Finnish poison pill

In company law practice, the term 'poison pill' refers to a provision in the articles of association according to which a shareholder has an obligation to launch a takeover bid for all the other shares in the company at a specified price if the shareholder's proportion of shares or voting rights reaches or exceeds a certain threshold.

The importance of poison pills in relation to listed companies decreased after the introduction of the mandatory 30 per cent takeover bid threshold (while also retaining the 50 per cent threshold) in the Securities Markets Act in 2006.

Consent and redemption clauses

According to the Companies Act, the articles of association may provide that the acquisition of a share requires the consent of the company (consent clause), or that a shareholder, the company or another person has the right to redeem shares due to be transferred to a third party by a shareholder (redemption clause). However, these kinds of provisions restrict the free transferability of shares and are, therefore, prohibited by the rules of the Helsinki Stock Exchange.

Other defences

In the event of a takeover bid, the board shall take active steps to ensure the best possible outcome for the shareholders. The board may therefore be required to seek a competing bid (white knight defence) or other solutions. Further, majority control and takeover attempts may be limited by restricting the voting rights of certain share classes in the articles of association.

v Contact with shareholders

The Code provides that owing to, inter alia, the principles of equal treatment, regulations governing inside information, disclosure obligations, competition law-related reasons and confidentiality obligations of company managers, listed companies should, as a rule, refrain from providing information to individual shareholders unless the same information is available to all investors. However, particular information may be shared with a shareholder provided that the board deems after careful evaluation that it is possible and in the interests of the company.

With respect to matters falling within the competence of the general meeting, it is customary and in the interest of the company and other shareholders that the board be aware of the opinions of major shareholders on particular matters assessed in the general meeting.

Outlook

The Helsinki Takeover Code is currently being revised to reflect the legal developments that have taken place since the current Code entered in force in 2014, as well as to evaluate other necessary amendments arising from practical experience gained throughout its validity. The suggested changes mostly include specifications to the reasoning of the recommendations. Such specifications relate to, inter alia, the perspective and content of the statement by the board of the target company regarding the bid, the responsibility of the offeror to maintain a list of persons having access to insider information relating to the case, as well as contributing to the transparency of the terms relating to the takeover bid process and especially to competing bids. In addition, the recommendations relating to mandatory takeover bids are suggested to be extended to cover companies listed on the First North Growth Market Finland. The new code is planned to enter into force in the summer of 2022.

Issues regarding corporate responsibility are strongly present in Finnish society and the trend is set to continue, increasingly affecting corporate governance. So far, applying corporate responsibility principles to a company's operations has been mostly voluntary. However, new draft legislation is currently being prepared at the EU level, such legislation including regulation on corporate sustainability reporting, deforestation-free products and sustainable corporate governance. Corporate responsibility-related Finnish legislation is also expected in the near future. However, it is unlikely that such legislation would enter into force before the EU regulation has been finalised.

Owing to the covid-19 pandemic, the Companies Act was temporarily amended to allow general meetings to be held without the physical presence of shareholders. Listed companies have largely made use of this.15 With the pandemic still ongoing, these amendments will continue to stay in force until 30 June 2022.

Footnotes

1 Risto Ojantakanen is a partner and Helena Wist is a senior associate at I&O Partners Attorneys Ltd.

2 Finnish Limited Liability Companies Act (624/2006, as amended).

3 Finnish Securities Markets Act (746/2012, as amended).

4 Directive 2017/828/EU of the European Parliament and of the Council amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement.

5 Finnish Corporate Governance Code 2020, Securities Market Association.

6 Decree of the Ministry of Finance on the content requirements and disposition of the remuneration policy and report of an issuer of shares (608/2019).

7 Tort Liability Act (412/1974, as amended).

8 Regulation (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

9 Decree of the Ministry of Finance on issuer's periodic disclosure obligation (1020/2012) and Decree of the Ministry of Finance on the content requirements and disposition of the remuneration policy and report of an issuer of shares (608/2019).

10 Accounting Act (1336/1997, as amended).

11 Ministry of Economic Affairs and Employment (2020:42), Ernst & Young Oy: Sakari Helminen, Jani Alenius, Ville Walta, Sofia Donner, Judicial Analysis on the Corporate Social Responsibility Act (in Finnish).

12 Finland Chamber of Commerce: Women on the Boards of Finnish Listed Companies, July 2021 (in Finnish), and Finland Chamber of Commerce: Women Director and Executive Report, December 2021 (in Finnish).

13 ibid.

14 Investment Funds Act (213/2019, as amended).

15 Finland Chamber of Commerce: The Governance and General Meetings of Listed Companies during the Pandemic, November 2021 (in Finnish).

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