EXTRACT from the BY-LAWS of
THE ASSOCIATION FOR GENERALLY ACCEPTED PRINCIPLES IN THE SECURITIES MARKET
including amendments adopted at the Association’s meeting on February 24, 2010
The Swedish Securities Council
Through its statements, advice and information, the Swedish Securities Council promotes good practices in the Swedish stock market.
At the request of a court of law or other government authority or of a stock exchange, the Swedish Securities Council can offer its opinion on good practices in the stock market.
The Swedish Securities Council may evaluate any action by a Swedish limited company which has issued shares listed for trading on a regulated market (listed company), or by a shareholder of such a company, if the action relates or may be of relevance to the evaluation of such a share. The same applies to foreign limited companies which have issued shares listed for trading on a regulated market in Sweden, to the extent such actions must comply with Swedish rules.
The Swedish Securities Council may, to the extent it deems appropriate, also issue statements on relevant issues of good practices in the stock market pertaining to companies listed on a trading platform in Sweden.
§ 15 a
The Financial Supervisory Authority may delegate to the Swedish Securities Council the duties referred to in chapter 7, section 10 of the Act on Public Takeover Offers on the Stock Market (2006:451).
The Swedish Securities Council may also be delegated duties by a stock exchange in Sweden with regard to exemptions from and interpretations of Swedish stock exchange rules on public takeovers,
§ 15 b
In these by-laws, the term “share” refers to issue certificates, interim certificates, convertible debentures, warrants, participating debentures, equity certificates and other share-related instruments.
In these by-laws, the term “listed company” refers to companies which have taken actions to become a listed company.
The Swedish Securities Council is composed of a Chairman, a Vice Chairman and not more than 24 other members, all of whom are appointed by the Board of Directors for a term of not more than two consecutive calendar years. The Board shall ensure that the Council has a composition that is designed to instill confidence among stock market players and is appropriate given the Council’s duties.
Before the Board decides on the Swedish Securities Council’s composition, the Financial Supervisory Authority, NASDAQ OMX Stockholm AB and Nordic Growth Market (NGM) shall be informed of the nominees.
A plenary session of the Swedish Securities Council shall determine the rules of procedure for its operations.
Proceedings are recorded in writing.
Oral arguments are acceptable for specific issues when it would presumably aid the evaluation or contribute to a speedy resolution of the case.
Oral arguments will be heard at the request of the person bringing the action, provided it is not deemed unnecessary and there are no particular reasons not to.
Requests for a statement relating to a planned action shall be expedited.
The Swedish Securities Council shall have a secretariat managed by an Executive Director appointed by the Board.
The Executive Director’s duties shall be laid down in the rules of procedure.
Meetings and rulings
At least four and not more than eight members must be present when a case is evaluated. The composition is determined according to the principles stated in the rules of procedure.
In the evaluation of a case, the Chairman will serve as the Council’s Chairman or, in his absence, the Vice Chairman will serve in his stead, or, in his absence, the member present who has served for the most years on the Council. If two or more members have served an equal number of years, the Chairman will be decided by drawing lots.
Cases of special importance can be evaluated by a plenary session of the Council at the initiative of the Chairman. The quorum required for a plenary session shall be at least half the members, including the Council Chairman or Vice Chairman.
The Chairman or, in his absence, the Vice Chairman or Executive Director may rule on behalf of the Council on urgent cases, where similar issues have already been considered or in cases of lesser importance. In such cases, the Chairman can delegate decision-making authority to the Executive Director.
§ 21 a
Chapter 8, section 1 of the Act on Public Takeover Offers on the Stock Market (2006:451) contains provisions on the appeal of rulings by the Council as delegated by the Financial Supervisory Authority.
Statements by the Swedish Securities Council other than rulings according to the first paragraph cannot be appealed.
§ 21 b
Chapter 7, section 10 of the Act on Public Takeover Offers on the Stock Market (2006:451) contains provisions on reevaluations according to sections 27 and 28 of the Administrative Procedures Act of rulings by the Council as delegated by the Financial Supervisory Authority.
If the Swedish Securities Council finds that a ruling it has announced in a case not delegated by the Financial Supervisory Authority is obviously incorrect owing to new circumstances or for any other reason, the Council shall amend the ruling if it can be done quickly and easily and provided that it does not disadvantage any party. Such amendments are made by the Chairman, Vice Chairman or Executive Director.
If the Swedish Securities Council, through the Chairman, Vice Chairman or Executive Director, has issued a statement or announced a ruling on a case not delegated by the Financial Supervisory Authority, the Council can, if there are special reasons for a reevaluation and the applicants issues a request, reevaluate its ruling in a collegial formation. The determination whether to conduct a reevaluation is made by the Chairman or, if he issued the statement or announced the ruling, by the Vice Chairman.
Each member of the Swedish Securities Council has one vote.
The Swedish Securities Council’s rulings are based on the opinion that has received more than half the votes cast or, in the event of a tie, the opinion supported by the Chairman.
With regard to challenges to a member and rapporteur, see sections 11 and 12 of the Administrative Procedures Act (1986:223). Furthermore, the Council shall establish the guidelines to manage challenges.
The Swedish Securities Council can issue statements on its own or in response to a petition. The Council has the authority to decide whether a petition should lead to an evaluation. When evaluating whether an issue should be brought up for discussion, special consideration is given to issues of principle or practical importance to the stock market. The Council shall also consider whether the issue is or is expected to be considered elsewhere.
Petitions shall be submitted to the Council in writing, unless the Chairman has stated otherwise.
The circumstances that compelled the petition must be clearly spelled out.
If a petition is incomplete, it may be declined.
If a petition relates to an action by someone other than the applicant, it must be sent for information purposes or comment to the individual who has undertaken or will undertake the action.
The Swedish Securities Council’s statements are issued in writing. The statement is sent to the applicant. If a statement relates to an action that has been undertaken or will be undertaken by someone other than the applicant, it will immediately be sent to the individual who has undertaken or will undertake the action.
Statements are released publicly, unless there are special reasons why they should not. With regard to statements that the Council has been delegated by the Financial Supervisory Authority, Chapter 7, section 9 of the Act on Public Takeover Offers on the Stock Market (2006:451) applies as well.
A statement concerning a planned action may not be made public by the Swedish Securities Council before the action is taken, is made public by those planning the action or has otherwise become public knowledge. If the Council determines that it is of particular importance to good practices in the Swedish stock market that the content of a statement is made public, the Council can release a statement anonymously and in summarized form, provided it can be done in a way that company secrets or other sensitive information are not revealed and no one is damaged.
Members and the rapporteur of the Council, who, in connection with the consideration of a case, are informed of circumstances not included in any public statement or otherwise publicly known must abide by the rules of confidentiality and may not improperly utilize this information. The same applies to others who have access to the information in connection with the Council’s consideration of the case.
Members and the rapporteur of the Council have the right to remuneration according to the principles set by the Board of Directors of the Association.