This presentation is an advise on both board and shareholder meetings if you startup is registered Finland. Who can call them, when they can happen, what should be mentioned, when to notify PRH etc. Presentation prepared for Nordic Founders meetup (http://www.meetup.com/NordicFounders).

1. BOARD AND
SHAREHOLDER MEETINGS,
HOW TO DO THEM RIGHT
Sergey Gerasimenko
Nordic Founders Meetup
with Aaltoes
21 May 2015

2. TYPICAL ORG CHART ACCORDING TO
LIMITED LIABILITY COMPANIES ACT
Shareholders
Board of directors
CEO/mgmt. director (optional)
Executives
Regular employees
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3. BOARD OF DIRECTORS
Role:
­ administration of the company and the appropriate organization of
its operations
­ responsible for the appropriate arrangement of the control of the
company accounts and finances.
Appointed by shareholders on PRH registration or AGM
Should consist of 1-5 people (keep odd number of people
to avoid deadlocks in decision making)
Typical composition
­ Chairman
­ 2 ordinary members
­ Deputy (no voting power)
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4. ROLE OF CEO (MANAGINGDIRECTOR),
ACCORDING TO LLC ACT
The Board of Directors shall appoint the Managing Director.
The Managing Director shall see to the executive management of the company in
accordance with the instructions and orders given by the Board of Directors. (Read
– execute strategy).
The Managing Director shall see to it that the accounts of the company are in
compliance with the law and that its financial affairs have been arranged in a
reliable manner. (Read - financial liability).
The Managing Director shall supply the Board of Directors and the Members of
the Board of Directors with the information necessary for the performance of the
duties of the Board of Directors. (Read – reporting).
The Managing Director may undertake measures that are unusual or extensive in
view of the scope and nature of the activities of the company only if so authorized
by the Board of Directors or if it is not possible to wait for a decision of the Board
of Directors without causing essential harm to the business operations of the
company. (Read – person who is authorized to make purchases, hire people, etc.).
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5. BOARD MEETING MINUTES
Main purpose: make major operational decision or call for shareholder meeting
Chairman can call for a meeting, or regular board member if supported by
another
The Board of Directors shall have a quorum when more than half the Members of
the Board of Directors are present.
Company confidential information, does not go to PRH
Should always have chairman and secretary
Always should mention "duly convened and constituted a quorum"
Always should have closing
Signed by the chairman and at least one Member of the Board
The minutes shall be numbered consecutively and archived in a reliable manner
(give a copy to each attendee + one for the company to be scanned and stored in
dropbox)
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6. BOARD MEETING MINUTES:
TYPICAL AGENDA
Appointment of managing director/CEO
Proposal for share issue
Proposal to accept bank/Tekes loans
Call for Extraordinary Shareholder meeting
Approval of annual accounts
Proposal for dividend distribution
Call for Annual General Shareholder meeting
Any other business
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7. EXTRAORDINARY SHAREHOLDER MEETING
Main purpose: approve proposal from board of directors
Public information, usually submitted to PRH
Should always have chairman, secretary and reviewer
Notice should be send 2 weeks in advance
Meeting must follow the same agenda, which has to be approved
Always should mention “Legality of the meeting"
Always have closing
Always have signatures
Give a copy to each attendee + one for the company to be scanned
and stored in dropbox
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8. EXTRAORDINARY SHAREHOLDER
MEETING: TYPICAL AGENDA
Opening of the Meeting and Elections
Participants of the Meeting and Legality of the Meeting
Board of Directors
Issue of Shares
Increase of maximum amount of shares
Business loan
Closing of the Meeting
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9. ANNUAL GENERAL SHAREHOLDER
MEETING
Main Purpose: Approve annual accounts, appoint new board of directors
Public information, must be submitted to PRH (translated to Finnish/Swedish)
Shall be held within six months of the end of the financial period
Notice should be send 4 weeks in advance
Should always have chairman, secretary and reviewer
Meeting must follow the same agenda, which has to be approved
Always should mention “Legality of the meeting"
Always have closing
Always have signatures
Within 2 weeks after the meeting, the minutes shall be available to the
shareholders at the office of the company or on the company website.
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10. ANNUAL GENERAL MEETING:
TYPICAL AGENDA
Opening of the Meeting and Elections
Participants of the Meeting and Legality of the Meeting
Annual Accounts and Auditors Report
Adoption of the Annual Accounts and Distribution of Profit
Discharge of the Members of the Board of Directors, the Members of
the Supervisory Board and the Managing Director from liability
Appointment of new Board of Directors
Appointment of new Auditor
Closing of the Meeting
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11. TEMPLATES
Available under at
http://bit.ly/1LvG7qX
Also, remember to check Limited Liability Companies Act:
http://www.finlex.fi/en/laki/kaannokset/2006/en20060624.pdf
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