In Finland, it is an established view that a company should take a restrictive approach to disclosing information concerning the company to individual shareholders, unless the same information is available to all investors. The principle of equal treatment, insider regulation, directors’ and executives’ duties of confidentiality and loyalty, as well as for instance reasons related to competition law place restrictions on the provision and receipt of information about the company.
From the point of view of equality and equal treatment of shareholders, there is nothing to prevent an individual shareholder from sharing his or her views with the company’s directors and executives, who may, in their discretion, take the information into account in their decision-making. It is another established view in Finland that in matters falling within the competence of the general meeting, it may be in the interests of the company and all of its shareholders that the board of directors is aware of the opinions of the shareholders with significant voting rights in the matter being prepared.
If the board of directors decides, after a careful evaluation of the situation, that it is possible and in the interests of the company to discuss with an individual shareholder and disclose information, the board of directors shall ensure that any subsequent decisions are taken in an appropriate manner considering the company and all of its shareholders. A clear definition of the procedures and individuals involved in the discussions support the pertinence of the decision-making of the board of directors.