Finnish corporate governance is based primarily on the Finnish Companies Act.2 The Companies Act regulates the governance of companies, such as the role of the board of directors, the managing director and the shareholders, as well as their duties and responsibilities. The Finnish Securities Markets Act3 also plays an important role, governing for example disclosure and transparency issues of listed companies. Listed companies must also comply with the rules of Nasdaq Helsinki Ltd (the Helsinki Stock Exchange) as well as with the regulations and guidelines issued by the Finnish Financial Supervisory Authority (FIN-FSA). In addition to national laws, directly applicable EU legislation has an increasingly important role in regulating the governance of listed companies. The European Securities and Markets Authority (ESMA) also issues guidelines and technical standards for listed entities.
In addition, self-regulation is central to Finnish corporate governance. The Finnish Corporate Governance Code of 2015 (Code), issued by the Finnish Securities Market Association and applicable as of 1 January 2016, is the main regulation in this respect, together with the Helsinki Takeover Code (applicable as of 1 January 2014). Both codes are applied on a comply or explain basis.
Enforcement of regulations applicable to listed companies may be carried out by the FIN-FSA or the Helsinki Stock Exchange through disciplinary procedures. In addition, the law may be enforced through actions in local courts.
More detailed information regarding corporate governance rules applicable to listed companies in Finland is available at https://thelawreviews.co.uk/edition/the-corporate-governance-review-edition-9/1189445/finland
Securities Market Association
c/o Finland Chamber of Commerce
P.O. Box 1000