Working group proposes allowing companies to hold virtual meetings
A working group appointed by the Ministry of Justice proposes a legislative amendment that would facilitate remote participation in the general meetings of limited liability companies and cooperatives and allow holding these meetings completely remotely, without assigning a physical meeting venue. The aim is to improve the opportunities of shareholders and members to participate in the meetings. The report of the working group is now being circulated for comments.
During the COVID-19 epidemic, a temporary act allowing cooperatives to provide an opportunity for remote participation in their meetings and listed companies to hold their meetings completely remotely has been in force.
According to the working group’s proposal, there would in future be two prerequisites for holding a general meeting of a limited liability company, a limited liability housing company or a cooperative exclusively as a virtual meeting: all participants would have to be guaranteed full rights of participation during the meeting and provisions on virtual meetings would have to be included in the articles of association or rules of the corporate entity in question.
The working group also proposes that the requirements concerning hybrid meetings be clarified so that shareholders participating in a meeting both at the physical venue and remotely could fully exercise their rights during the meeting. By a majority vote, a corporate entity could decide to add a provision stating that general meetings must be held as hybrid meetings to its articles of association or rules.
Further, the working group proposes that the general meeting of a limited liability housing company with at least 30 owner apartments would have to be organised as a hybrid meeting if so requested by at least three shareholders.
A company or cooperative could also provide other means of participation for its shareholders or members, such as an opportunity to vote in advance or to exercise the right to be heard in writing before or during the meeting.
The legislative amendments are scheduled to enter into force at the beginning of July, when the current temporary legislation on remote participation and virtual meetings will cease to be in force.
The report includes a dissenting opinion from the Finnish Foundation for Share Promotion and statements from the Ministry of Finance and WWF Finland.
The proposal may be commented at Lausuntopalvelu.fi until 23 January 2021.
Inquiries: Jyrki Jauhiainen, Senior Ministerial Adviser, tel. +358 29515 0074, [email protected]
Virtual meetings and remote participation in limited liability companies, limited liability housing companies and cooperativesworking group report - Working group report (in Finnish)