Consultation Proposal 2009

The Swedish Corporate Governance Board presents here its proposed changes to the Code for open consultation. This means that any interested party is welcome to submit comments on the proposal.

Comments can be sent by e-mail to and must be submitted no later than 20 November 2009 to be considered in the continued process.

The background to the proposed changes is the need to adapt the Code to new EU and Swedish regulation, namely:

  • the EU Commission recommendation 2009/3177/EG on remuneration of directors of listed companies, and
  • changes in Swedish regulations due to
    • new legislation for implementation of changes of the Fourth and Seventh 7th company law directives,
    • new legislation for implementation of the new Eighth company law directive,
    • the removal of rules on directors’ independence from Nasdaq OMX Stockholm's Rule Book for Issuers.

As a basis for the consultation process, the Board presents its proposed revised Code in two versions, one as a clean document and the other with changes vis-à-vis the current Code marked. The Board also presents its comments to the proposed changes, divided into two separate documents:

  • one concerning proposed changes to Chapter 9 and rule 11.3 for implementation of the EU recommendation on remuneration of directors in listed companies,
  • one concerning proposed changes in other parts of the Code due to new legislation and stock exchange rules.

At the end of the consultation period, the Board will consider all comments submitted through this process, as well as those expressed in other debate arenas, before presenting the final text of the revised Code. The Board’s intention is to complete this work by mid-December and that the new rules will come into force as soon as possible thereafter.