Ministry of Justice						RiskMetrics Group
PL 25, 00023							Juha Sarin
OIKEUSMINISTERIÖ					+32 2 566 11 36
oikeusministerio@om.fi					juha.sarin@riskmetrics.com
veikko.vahtera@om.fi

Commentary for the Governments Bill to amend Companies Act, Securities Market Act, and Insurance Companies Act.

Amendment to Chapter 4 Paragraph 2, Indent 2.

In general we support this amendment. 

The record date being set at 10 days before meeting works quite well.  What we are more concerned with is the time between the record date and the local attendance notification date (CSD deadline). What would ideally work for us is to allow enough time for the record date holdings to update in our systems (usually 24 hours after record date) and then enough time for us to process the votes to the local market subcustodian.  

This would eliminate share discrepancies due to our having to currently submit votes prior to the record date.  The local market subcustodian would most likely need a day or two to process the instructions received from us, which means that we would estimate the ideal local market notification deadline being approximately 5 business days after the record date.

Therefore we would like to see that in practice there will be a period long enough between the record date and the last date of notification.

The proposed amendment for the last date of notification being no later than a week before meeting would probably mitigate some of the inconveniences, as long as it is also followed in practice.

Amendment to Chapter 5 Paragraph 12

Enabling split-voting is very positive development from the investor standpoint. Many of our institutional clients have their own voting policies, which dictate their voting procedure depending of fulfillment of certain criteria. Some of them prefer to vote differently with their shares. By allowing this also in Finnish markets has a positive impact on shareholders. Therefore we support this amendment.

Amendment to Chapter 5 Paragraph 19

Regarding the convocation period we would like to have all the information published as early as possible. Therefore we see this as a positive amendment. However, we would like to have the last date for publication of the meeting notice be at least one month before the meeting, as is the case in Sweden. That would leave more time for shareholders to evaluate the items on the agenda and come up with informed decisions at the general meeting. 

Amendments to Chapter 5 Paragraphs 21 and 22

We support all the amendments that lead to better disclosure for shareholders. Therefore we see these amendments as positive. However, having a disclosure requirement for meeting material only one week prior to the meeting is not early enough to allow thorough scrutiny of the material. Therefore we are recommending that the meeting material be published earlier, ideally a month before the meeting. Since it seems to be the tendency throughout the European markets to increase the shareholder participation in the companies, it is essential for them to get enough information to do so in a timely manner. 

When preparing to vote in a meeting it is important for shareholders to have the annual report at their disposal at the time when the meeting notice is published. Also, it should be made mandatory instead of voluntary for the companies to publish this kind of information through their websites to allow better access to information. 

Amendment to Chapter 5 Paragraph 19, Indent 5

Under this proposal we would like to see in the minutes the voting results in every case broken down. We would like to see specific mention made when resolutions are adopted by acclamation, as well as a breakdown of votes for/against resolutions that are put to vote. In addition, we would like to see any expressions of dissent and motions (or lack thereof) to bring resolutions to vote clearly recorded in the minutes, as is the case in many Swedish companies. Breaking down the votes would enable shareholders to see the total level of dissent given on a single item, and also see and compare the most controversial items throughout the markets. 

Other Amendments
We do not have any specific comments on other proposed amendments.