The integral parts of the Recommendation pertain to the independence of the directors, openness about compensation of the directors and enhancement of the effectiveness of board work through establishment of committees. Transparency is also recommended in matters relating to the compensation and other service terms of the managing director. Furthermore the Recommendation addresses, among other things, the following questions: organisation of the general meeting of shareholders, work of the board of directors, the election, number and term of directors and the presentation of information on corporate governance systems.
The Recommendation has been prepared in accordance with the "Comply or Explain" approach, i.e. the company should comply with the entire Recommendation. If a listed company has a justified reason for departing from the Recommendation, it must state its intention and explain the reasons for deviating from the Recommendation. If compliance with the Recommendation requires decisions by the General Meeting of Shareholders, such decisions may be taken at the next Annual General Meeting of Shareholders following the entry into force of the Recommendation. Before this, the company need not explain the reasons for its non-compliance.
