The statutes of the Association for Generally Accepted Principles in the Securities Market apply to both the Association, and its three constituent bodies: The Swedish Securities Council, the Swedish Corporate Governance Board and the Swedish Financial Reporting Board.
Below are the statutes of the Association for Generally Accepted Principles in the Securities Market which apply to the Swedish Securities Council, including amendments adopted by the Association Meeting on 24 May 2018:
The mission of the Swedish Securities Council is to promote good practice in the Swedish stock market through rulings, advice and information.
At the request of a court of law, another state agency or a stock market or trading platform, the Swedish Securities Council may issue statements regarding good practice in the stock market.
The Swedish Securities Council may review any action by a Swedish limited company that has issued shares that are admitted to trading on a regulated market (stock exchange listed company) or by a shareholder in such a company if the actions concerns a share in a listed company or may be of importance to the assessment of such a share. The same applies to foreign limited companies that have issued shares that are admitted to trading on a regulated market in Sweden, to the extent that the action is to be assessed according to Swedish regulations.
The Swedish Securities Council may, in so far as it considers it appropriate, also issue rulings on good practice in the stock market regarding companies whose shares are traded on a trading platform in Sweden.
§ 15 a
The Swedish Securities Council can carry out the tasks referred to in Chapter 7, Section 10 of the Takeovers Act (2006:451) as delegated by the Swedish Financial Supervisory Authority.
The Swedish Securities Council can carry out tasks delegated by the Swedish stock markets regarding exemption from and interpretation of Swedish stock market regulations on takeover bids.
§ 15 b
In these statutes, certificates of issue, interim certificates, convertibles, warrants, certificates of participation, equity certificates and other equity-related instruments are equated with shares.
In these statutes, companies that have taken action with the purpose of becoming stock exchange listed companies are equated with listed companies. The same applies to companies that have taken action with the purpose of the shares being traded on a trading platform in Sweden.
The Swedish Securities Council consists of a Chair, Vice Chair and no more than 32 other members, each of which is appointed by the board for no more than two years at a time. The board is to ensure that the Council has a composition that is designed to have the confidence of actors in the stock market and which is appropriate for the duties of the Council.
Before the board decides on the composition of the Swedish Securities Council, Finansinspektionen, (the Swedish Financial Supervisory Authority), Nasdaq Stockholm AB and the Nordic Growth Market NGM are to be informed of the members that have been proposed.
Rules of procedure
The Swedish Securities Council is to establish procedures for its operations in plenary.
All work is conducted in writing.
Processing of submissions may include oral negotiations on certain aspects of the case if this is considered to be of benefit to the process or to facilitate the rapid resolution of the case.
Oral negotiations are to be held if an individual petitioner so requests and the negotiation is not unnecessary and there is no significant cause not to do so.
A request for a ruling on pertaining to a planned action is to be dealt with particularly urgently.
The Swedish Securities Council is to have a secretariat led by a board-appointed Director General.
The job description of the Director General is to be drawn up following the Council’s rules of procedure.
Meetings and decisions
When a case is heard, no fewer than four and no more than eight members of the Council are to participate. The members appointed for each case are determined according to principles set out in the Rules of Procedure.
At the initiative of the Chair of the Council, a case may be heard by a wider group of no fewer than nine and no more than twelve members if there is a compelling reason to do so.
When a case is heard, the process is to be chaired by the Chair of the Council. If the Chair is unable to participate, the Vice Chair is to lead the process. If neither the Chair nor the Vice Chair is able to participate, the participating member who has been a member of the Council for the longest number of years is to act as chair. If two or more members of the Council have been members for the same number of years, lots are to be drawn to decide who will chair.
A matter of particular importance may be heard in plenary on the initiative of the Chairman of the Council. The plenary Council is quorate if no fewer than half of all the members are present, including the Chair or Vice Chair of the Council.
The Chair or, if the Chair is unavailable, the Vice Chair may rule on the Council’s behalf in cases where the matter is particularly urgent, where a corresponding matter has already been dealt with by the Council or where the matter is of less significance. The Chair may also delegate the power to rule on such a case to the Director General.
§ 21 a
Chapter 8, Section 1 of the Takeovers Act (2006:451) contains provisions regarding appeals against rulings made by the Council on matters that have been delegated by the Swedish Financial Supervisory Authority.
Rulings by the Swedish Securities Council other than those covered by the above section of the Act cannot be appealed.
§ 21 b
Chapter 7, Section 10 of the Takeovers Act (2006:451) contains provisions in accordance with the Swedish Administrative Procedure Act regarding reconsideration of decisions on matters that have been delegated to the Council by the Swedish Financial Supervisory Authority.
If the Swedish Securities Council finds that a ruling it has made in a case that has not been delegated to the Council by the Financial Supervisory Authority is manifestly incorrect due to new circumstances or for any other reason, the Council is to amend the ruling if this can be done quickly and easily without prejudice to any individual party. Such an amendment is to be made by the Chair, the Vice Chair or the Director General.
If the Swedish Securities Council has issued a ruling or announced a decision through the Chairman, the Vice Chair or the Director General in a case that has not been delegated to the Council by the Financial Supervisory Authority, the Council may, if there are compelling reasons for a review and the petitioner so requests, review the decision in collegial composition. The decision on whether such a review is to take place is made by the Chair, or by the Vice Chair he or she issued the ruling or announced the decision.
Each member of the Swedish Securities Council has one vote.
Each ruling of the Swedish Securities Council comprises the opinion that has acquired more than half of the votes cast or, if there is no majority, the opinion supported by the Chair.
Sections 16-18 of the Administrative Procedure Act (2017:900) contain provisions regarding conflicts of interest on the part of members of the Council and petitioners. Beyond this, the Council is to establish guidelines regarding the handling of conflicts of interest.
The Council can issue rulings on its own initiative or after receiving a petition. The Council determines itself whether a petition warrants that the issue be brought up for decision. In doing so, the Council takes into account whether the issue is a matter of principle or of practical importance for the stock market in general. The Council also considers whether the issue has been or can be expected to be dealt with elsewhere.
Petitions to the Council are to be submitted in writing, unless the Chair permits otherwise.
A petition is to state the circumstances which provide the basis for its submission.
Incomplete submissions may be rejected.
If a petition pertains to an action by a party other than the petitioner, the petition is to be submitted to the party that has carried out or intends to carry out the action for information or comment.
All rulings by the Swedish Security Council are to be issued in writing. The ruling is to be sent to the petitioner. If the ruling pertains to an action of a party other than the petitioner, the ruling is to be submitted immediately to the party that has carried out or intends to carry out the action.
Council rulings are to be made public unless there are compelling reasons not to do so. For rulings on matters that have been delegated to the Council by the Financial Supervisory Authority, the provisions in Chapter 7, Section 9 of the Takeovers Act (2006:451) also apply.
The Swedish Securities Council may not make public any ruling that pertains to a planned action until that action has been carried out, has been announced by the party that planned the action or has become public knowledge by other means. If it is the view of the Council that the content of a ruling is of such significance with regard to good practice in the stock market that it should be public knowledge, the Council may publish its ruling in summarised form and without naming the parties involved providing this can be done without revealing any confidential or other sensitive information or any other harm being caused.
Council members and rapporteurs involved in the processing of a petition who have been given access to information that has not been disclosed in any published statement or is not otherwise in the public domain is bound by confidentiality with regard to the matter and may not use such knowledge in any unauthorised way. This also applies to any other party who has received such information in connection with the processing of the case.
Council members and rapporteurs are eligible for compensation in accordance with the principles established by the board of the Association.