Förenklingar i aktiebolagslagen m.m., SOU 2009:34 - Regeringen

SOU 2009:34 Summary
Transfer of the processing of matters under the Companies Act
Under the proposal, the processing of matters on convening the
general meeting in certain cases, appointing a minority auditor and
appointing an auditor in certain other cases will be moved from the
county administrative board to the Swedish Companies Registration
Office. This will benefit these companies since they will be able to
contact one and the same authority in company law cases.
Administrative costs
The Inquiry’s assessment is that the simplification proposals will
reduce the administrative costs for private limited companies compared
to current regulations.
Some of the proposals are intended to give private limited companies
access to company law tools that can simplify matters for
the companies in certain situations. However, the proposals do
mean the addition of new sections containing certain requirements
to the Companies Act. Since it is entirely up to the companies to
use these company law tools, the new provisions ought not to lead
to the view that the administrative burden is increased. On the
contrary, the introduction of the new provisions is to be seen as
supplying a simplification tool-box that can make things easier for
companies.
Remuneration for the senior management of listed companies
Under the proposal, the provisions in the Companies Act and
elsewhere on resolution procedures for remuneration to senior
management of listed companies and in annual accounts acts on
disclosure of such remuneration will cease to apply. Instead the
questions will be dealt with through self-regulation, an appropriate
vehicle being the Swedish Code of Corporate Governance.
However, with regard to the provisions in the Annual Accounts
Act (1995:1554), the proposal means that only the provisions for
listed companies will be assigned to self-regulation, in line with the
European Commission Recommendation on fostering an appropriate
regime for the remuneration of directors of listed companies, while
the provisions for other public limited companies will be abolished
entirely.
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