News for financial years starting after 28 February 2009

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In 2006 certain amendments were adopted in the Fourth and the Seventh Council Directives on Company Law as well as the special accounting directives applicable to financial companies. The Swedish Parliament has adopted amendments in the Swedish legislation to implement the amendments in the directives (SFS 2009:33-40).

One of these amendments is that limited liability companies with shares or other securities quoted for trade in a regulated market (quoted companies) must draw up a corporate governance report. The corporate governance report must be included in the directors’ report or in a separate document. The corporate governance report must be made public together with the directors’ report. The company may choose to publish the corporate governance report on its web site instead. In that case the address of the web site must be stated in the directors’ report.

Quoted companies that do not send the corporate governance report to Bolagsverket or do not publish the report on its web site may be subject to late filing penalties and in the end receive an order of liquidation.

The amendments are valid as of 1 March 2009 and apply for financial years starting after 28 February 2009.

The auditors must comment on the corporate governance report in the auditor’s report.

Regarding amendments in the Companies Act, see SFS 2009:37, and regarding amendments in the Annual Accounts Act, see SFS 2009:34.

Published March 17, 2009