Revised Swedish Corporate Governance Code takes effect, requiring physical AGMs for listed companies
A revised Swedish Corporate Governance Code (Svensk kod för bolagsstyrning) took effect on 1 January 2024. Listed companies must always hold a physical general meeting, though they may also offer remote participation. New sustainability reporting provisions follow the transition timetable of Sweden's CSRD legislation.
The Swedish Corporate Governance Board (Kollegiet för svensk bolagsstyrning) published a revised Swedish Corporate Governance Code (Svensk kod för bolagsstyrning) on 1 December 2023, after consulting in October 2023. It took effect on 1 January 2024. The Board concluded that the Code was working well and kept changes limited.
What changed
- Physical general meetings: companies with shares on a regulated Swedish market must always hold a physical general meeting (bolagsstämma). They may also offer digital participation alongside it, but fully digital meetings are not allowed under the Code.
- Sustainability: new provisions reflect EU sustainability reporting. They apply in line with the transition rules of Sweden's legislation implementing the CSRD.
- Some changes to the introduction reflect international proxy advisers' recommendations, plus editorial updates.
Who is affected
Companies whose shares or depositary receipts trade on a regulated market in Sweden, their boards and the people who organise their general meetings.
What to do
Plan general meetings with a physical venue, even where remote participation is offered. Explain any departure from a Code rule in the corporate governance report, as comply or explain requires.