The difference between being a board deputy and co-opted to a board meeting

In addition to regular board members there are two other types of persons who may attend board meetings: deputy board members (“styrelsesuppleant”) and people who are co-opted (“adjungerad”) to the board. What is the difference?

A board deputy is a person who has been appointed by the shareholders at a shareholders’ meeting. Normally, a deputy will not participate in board meetings, but has the possibility to do so if a regular board member cannot participate. You can see the deputy as a backup. It is common to have it in the minimum board, which must consist of at least one member and one deputy.

A person who is co-opted to the board is something completely different. To be co-opted to the board has no legal meaning and is not regulated in the Swedish Companies Act (“Aktiebolagslagen”). It is simply a person who is invited to a board meeting by the board. This may be a permanent arrangement, for example when the company CFO participates in board meetings in order to present the financial report. Or it can be a one-off, such as when an outside expert is invited by the board to a single meeting.

Responsibility

The distinction is important, primarily in terms of responsibility. Board members have the ultimate responsibility for the company, and may (even though this is rare) be fined or jailed for lack of oversight of the company. When a board deputy participates in the board work, that person has the same responsibility as a regular board member. A person co-opted to the board has no such responsibility.

QESO

A very important distinction regards Qualified Employee Stock Options, QESO (“Kvalificerade Personaloptioner”). Since January 1, 2022, QESOs may be issued to board members and board deputies, if they are paid a salary of at least 1.5 basic income amounts (“inkomstbasbelopp”) for their board work. Persons who are co-opted to the board are not covered by these rules, and thus you cannot give them QESOs based on the fact that they are co-opted to the board (but you can if they are regular employees of the company).

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