Osakeyhtiö (Oy) pursuing B Corp Certification in Finland will need to add the following clauses to their Articles of Association. Amendments to the Articles of Association can be made by the General.
Meeting of Shareholders of the Company (or all shareholders of the Company through a written resolution without holding a meeting) through a decision that has been approved by all shareholders of the Company unanimously. Please see the language below. Purpose Clause:
The purpose of the Company shall include creating a material positive impact on society and the environment, taken as a whole, from the business and operations of the Company.
a) In discharging the duties of their respective positions and in considering the best interests of the Company, the members of the board of directors and the managing director shall, in addition to the mandatory requirements set out in the Finnish Companies Act, consider the effects of any action or inaction upon:
i) the shareholders of the Company;
ii) the employees and work force of the Company, its subsidiaries, and its suppliers;
iii) the interests of the Company’s customers as beneficiaries of the purpose of the Company to have a material positive impact on society and the environment;
iv) community and societal factors, including those of each community in which offices or facilities of the Company, its subsidiaries, or its suppliers are located;
v) the local and global environment;
vi) the short-term and long-term interests of the Company, including benefits that may accrue to the Company from its long-term plans and the possibility that these interests may be best served by the continued independence of the Company; and
vii) the ability of the Company to create a material positive impact on society and the environment, taken as a whole.
b) In discharging his or her duties, and in determining what is in the best interests of the Company, a member of the board of directors and the managing director shall not be required to regard any interest, or the interests of any particular group affected by such action, including the shareholders, as a dominant or controlling interest or factor.
c) A member of the board of directors and the managing director does not have a duty to any person other than the Company with respect to the purpose of the Company or the obligations set forth in this Article, and nothing in this Article express or implied, is intended to extend or amend the right of any other persons than the Company or shareholders to claim damages due to the member of the board of directors or the managing director acting in breach of the Finnish Companies Act or these articles of association. Click here to download a PDF for the Finnish language of the legal requirement in Finland. Click here to download a PDF for the Swedish language of the legal requirement in Finland.
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