Finnish Limited Liability Companies Act (in Finnish: Osakeyhtiölaki) does not make a difference between an Advisory Member of the Board of Directors (in Finnish: Osakeyhtiön neuvoa antava hallituksen jäsen) compared to other Members of the Board of Directors (In Finnish: Osakeyhtiön hallituksen jäsen). The regulation treats every Member of the Board of Directors in principal equally.
Every company eagers to grow and find new ways to strengthen its competitiveness. The key assets of a company are usually focused to renewal, growth and internationalisation of the current and potential forthcoming areas of expertise. National and international advisory personnel are hired and selected even to the Board of Directors (In Finnish: Osakeyhtiön hallitus). Prosperous business often requires substance know-how at the Board of Directors.
Our experience in Corporate Law related matters has taught that in Finnish international companies usually part of the Members of a Board of Directors are selected to the Board based on their expertise in certain areas of business or substance know-how (e.g. Technology) and that these Members are clearly handled as Advisory Members (In Finnish: neuvoa antava hallituksen jäsen), not decision makers or supervisors of the company. The Advisory status means in this context practically lack of information of the business activities of a company.
These individuals are not at the Board of Directors to take part in the decisions rather than to support the company’s future business plans and to share their expertise. They are not Members of the Board of Directors in the way the Finnish Limited Liability Companies Act handles them.
The Advisory Members’ (In Finnish: neuvoa antava hallituksen jäsen) position and their responsibilities of the actions of the company they formally represent raises many legal questions because the decision-making power and the procedure as well as the responsibilities of a Member of a Board of Directors is quite strictly regulated in the Finnish Limited Liability Companies Act.
Individuals who understand their role more as an external counsel of the company and who have accepted their selection to the Board of Directors based on trust and honour can face liability and compensation claims they never though they would meet.
We are qualified in Corporate Law and experienced and competent to create a solid basis for business operations in Finland. We also advise, negotiate, litigate and settle in various kinds of business related contracts, i.a. in shareholder’s agreements and management contracts and matters related to Administration of a company.