Yhtiökokouksen

Yhtiökokous, or shareholders’ general meeting, is the highest decision-making body in a Finnish osakeyhtiö (limited liability company). It is governed primarily by the Finnish Companies Act and the company’s articles of association. The meeting is typically held annually as the annual general meeting (vuosikokous) and may be convened as an extraordinary general meeting when necessary.

The principal duties of the yhtiökokous include approving the company’s financial statements and accounting for the preceding financial year, deciding on the distribution of profits or losses, and discharging the board members and the managing director from liability. It also elects and, if needed, replaces members of the board of directors and appoints or dismisses the auditor, and approves remuneration for the board and auditors. In addition, the meeting has power to make fundamental corporate decisions such as amendments to the articles of association, changes to share capital, share issuances, mergers, or dissolution of the company.

Procedural aspects: a notice of the yhtiökokous must be given in accordance with the statute and the Companies Act, including the agenda and the time and place of the meeting, typically well in advance. Shareholders may participate in person or by proxy and may vote in person or through authorized representatives. For decisions, votes are counted by represented shares, and the required majorities depend on the issue and the company’s rules, with some matters requiring a larger majority or unanimous consent as prescribed by law or the articles.

Extraordinary general meetings may be convened by the board or upon shareholder request to address urgent matters between ordinary meetings.