The statutes of the Association for Generally Accepted Practice in the Securities Market apply to the Association and its four constituent bodies: the Swedish Securities Council, the Swedish Corporate Governance Board, the Council for Swedish Financial Reporting Supervision, and the Swedish Financial Reporting Board.
Below are the statutes of the Association for Generally Accepted Practice in the Securities Market which apply to the Council for Swedish Financial Reporting Supervision, adopted by the extraordinary association meeting on 25 January 2019.
Council for Swedish Financial Reporting
As delegated by the Swedish Financial Supervisory Authority, the Council for Swedish Financial Reporting Supervision is to review periodic financial information as referenced in Chapter 16 of the Securities Market Act (2007:528).
The Council shall follow European Securities and Markets Authority (Esma) guidelines on supervision of financial information (Esma/2014/1293) where applicable.
The Council shall also follow other Esma guidelines relating to the Council’s activities where applicable.
The Council shall actively participate within the framework of European Enforcers Coordination Sessions (EECS). Among other things, the Council shall present Swedish cases to EECS, enter such cases in the EECS database where relevant and submit information requested by Esma.
In its work the Council shall comply with the terms of the agreement between the Swedish Financial Supervisory Authority (SFSA) and the Association concerning the transfer of certain SFSA duties to the Council for Swedish Financial Reporting Supervision.
The Council is comprised of a chair, deputy chair and a minimum of five other members (reviewers).
The Council’s composition shall include representatives from the field of accounting, be designed to otherwise inspire the confidence of companies and market stakeholders, and be appropriate as regards the Council’s duties.
The Council’s chair or deputy chair should have experience from senior management of a listed company, while the other should be well-versed in the legal field.
Members of the Council shall be independent. All members shall be employed by the Council and hold this position as their primary employment.
Council members may not hold any other position or job or carry out any activity that may interfere with confidence in his or her independence or that may adversely affect the Council’s reputation.
Council members shall notify the Council’s chair of their outside activities and other circumstances significant in assessing the member’s independence.
The Council’s chair determines a member’s (reviewer’s) capacity to engage in outside activities and applicable cooling off period requirements.
The Council’s chair and deputy chair shall submit corresponding information about themselves to the Association’s chair, who determines the chair’s and deputy chair’s capacity to engage in outside activities and applicable cooling off period requirements.
Appointment of members
Members of the Council are appointed pursuant to the following process:
• The Association for Generally Accepted Practice in the Securities Market appoints a nomination committee.
• The nomination committee is responsible for nominating the Council’s chair and deputy chair.
• The Association’s board of directors appoints the Council’s chair and deputy chair.
• The Board’s chair appoints members of the Council.
The Association’s chair shall notify the Swedish Financial Supervisory Authority prior to the appointment of the Council’s chair and deputy chair.
The Council’s chair shall notify the Swedish Financial Supervisory Authority and receive approval from the nomination committee’s chair prior to the appointment of a Council member.
The Council’s chair and deputy chair shall collectively establish rules of procedure for the Council’s activities.
The Council’s chair shall establish documented procedures for the Council’s activities.
The Council handles cases primarily in written form. Verbal negotiations may be included.
Cases are handled in proceedings under the direction of a group of co-chairs.
Co-chair groups are comprised of the Council’s chair, deputy chair and a third member appointed on a rotating basis from among the other members of the Council.
Proceedings include two members in addition to the group of co-chairs, one of whom is responsible for the review and one for quality assurance.
Proceedings are chaired by the Council’s chair or deputy chair.
The basic principle is that a specific constellation of members may not be involved in more than one proceeding. However, exceptions may be made in the event a member is found to be in conflict of interest with a case under review.
In handling cases the Council applies the following provisions of the Administrative Procedure Act (2017:900):
- §§ 16-18 regarding conflict of interest,
- § 24 regarding when verbal information may be provided,
- § 25 regarding communication,
- § 27 regarding documentation of information,
- § 31 regarding documentation of decisions,
- § 32 regarding justification for decisions,
- § 33, ¶¶ 1 and 3 regarding notification of contents of decisions,
- § 36 regarding corrections to clerical and similar errors,
- § 37, ¶ 1 regarding circumstances in which a public authority may amend a decision, and
- § 38 regarding circumstances in which a public authority shall amend a decision.
Conflict of interest
Conflict of interest bars a member from participating in the review of a case.
When testing members for conflicts of interest in specific review cases, it is primarily the concerned member who assesses whether he or she is disqualified. Council members shall comply with the provisions of §§ 16-18 of the Administrative Procedure Act (2017:900) regarding conflict of interest. Conflicts of interest are reported to the Council’s chair.
In conjunction with the conflict of interest test for specific review cases, the Council’s chair conducts an additional conflict of interest test of Council members. The test of the deputy chair is conducted by the Council’s chair. The test of the Council’s chair is conducted by the deputy chair. Conflict of interest tests shall be documented by recording details of the tests conducted for each review case.
The Council’s employees and contractors are subject to a duty of confidentiality and, unless authorised to do so, may not disclose or utilise information regarding another person’s business or personal circumstances to which he or she has become privy by virtue of his or her employment or assignment.
Office and website
The Council shall have an office staffed with an administrative director.
The Council shall have a website that provides information on the composition of the Council and the manner in which the Council conducts its activities.
The Council shall maintain a register in which it regularly records the cases it deals with along with associated documents.
Documents pertaining to a review case shall be filed and retained for ten years, after which the documents shall be destroyed.