Government proposal has been submitted to the Parliament on 13 December 2018 (Bill HE 305/2018) and the Parliament has approved the new legislation in April. As a general rule, new legislation shall enter into force on 10 June 2019 (transition periods apply i.a. with respect to the remuneration reporting)
Amendments to the existing legislation (10 different acts, including Limited Liability Companies Act, Securities Market Act and Act on Investment Services)
10 June 2019
The implementation is done by amending existing laws.
The goverment proposal regarding amendments to existing legislation was accepted by the Parliament on 12 April 2019 and the amendments shall enter into force on 10 June 2019. The requirement for listed companies to present a remuneration policy to the general meeting shall enter into force on the first annual general meeting following 1 January 2020 and the requirement to draft a remuneration report shall enter into force concerning the financial year starting on or after 1 January 2020. Some provisions regarding sanctions and liability for damages will enter into force on 22 July 2019.
The implementation of provisions regarding identification of shareholders and facilitation of exercise of shareholder rights is not intended to deviate from the directive or the commission regulation. However, the implementation of the directive does not cause major changes regarding these issues. For example, the information which can be acquired from the national central securities depository regarding directly owned shares is already more detailed than what the directive requires.
The new legislation implements provisions regarding the following transparency obligations in accordance with the directive:
The directive will be implemented in a way that allows the management to act in the best interest of the company at all times. It will be possible to temporarily deviate from the renumeration policy. The decision made by the general meeting is only advisory.
The Finnish Limited Liability Companies Act will include a separate definition for related parties to privately owned companies and listed companies: