ID Exchange of Finland
A shareholders' nomination board like Sweden's, board process in English at most large caps, and an EEA-resident requirement that binds one director rather than half the board.
Finland shares Sweden's most important structural feature — the shareholders' nomination board, a body of the largest owners that proposes directors to the general meeting — while carrying a much lighter residency rule than Norway or Sweden: one board member resident in the EEA, subject to exemption. Board process at Helsinki large caps is very often in English, and the Corporate Governance Code asks for a majority independent of the company with at least two also independent of significant shareholders.
- ~135
- Companies listed on Nasdaq Helsinki
- 1
- EEA-resident board members required, subject to exemption
- 150
- Employees above which personnel representation may be agreed
Can a foreign director sit on a board here?
No nationality test. One board member must be EEA-resident unless the registry grants an exemption — a far lighter constraint than Norway's or Sweden's half-the-board rule.
- Residency test
- At least one board member, and the managing director, must be resident in the EEA (Osakeyhtiölaki), subject to exemption by the Finnish Patent and Registration Office.
- Nationality test
- None.
- Work authorisation
- A non-executive director attending board meetings requires no permit. Executive roles for non-EU/EEA nationals require a residence permit for an employed person.
- Board language
- Board process at large caps is very often in English; registry filings and statutory documents are in Finnish or Swedish.
- Time commitment
- Typically 8–11 board meetings a year plus committees; Finnish boards read heavily between meetings.
What you have to do
The appointment steps, in order.
- 1Reach the shareholders' nomination board, whose composition is disclosed by the company each autumn
- 2Proposal by the nomination board and election by the general meeting
- 3Registration of the appointment with the PRH, including the residency position
- 4For a supervised financial institution, Finanssivalvonta fit-and-proper assessment
What actually gets in the way
- As in Sweden, approaching the chair rather than the shareholders' nomination board is the standard mistake
- Board process at large caps is very often in English, but registry filings and statutory documents are in Finnish or Swedish
- The nomination board is reconstituted from the largest shareholders each year, so the people deciding change with the register
Board composition
What Finland requires of a board.
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| EEA-resident director | At least one, subject to exemption by the PRH | Osakeyhtiölaki | Finnish limited companies |
| Independent directors | A majority independent of the company; at least two also independent of significant shareholders | Finnish Corporate Governance Code | Listed companies, comply-or-explain |
| Gender representation | Both genders represented on the board | Finnish Corporate Governance Code | Listed companies, comply-or-explain |
| Audit committee | Members independent of the company, with at least one holding accounting or auditing expertise | Finnish implementation of the EU Audit Directive and the Code | Public-interest entities |
Independence and tenure
How long you may serve, and what ends it.
- Tenure cap
- No fixed cap. The Code requires the board to assess and disclose each director's independence annually, taking long service into account.
- Cooling-off
- The Code treats a recent employment or executive relationship with the company or its group as incompatible with independence.
Other tests
- A significant business relationship with the company, or being a partner in a firm that has one
- Representing a significant shareholder, beyond the two directors who may be dependent on one
- Cross-directorships creating a mutual dependency
- Remuneration beyond the director's fee
What a seat pays
€60,000 – €90,000 a year for a non-executive director of a large Nasdaq Helsinki issuer, before committee fees.
- Where this comes from
- Directors' fees are proposed by the shareholders' nomination board, resolved by the general meeting and disclosed in the remuneration report.
- Committee uplift
- Audit-committee chairs carry a modest premium; the board chair is a distinct market.
- Tax
- Board fees from a Finnish company are Finnish-source income; non-residents are taxed at source under the withholding regime, with treaty relief.
The instruments this page relies on
Osakeyhtiölaki (Limited Liability Companies Act)
Governs the Finnish limited company. Directors are elected by the general meeting; the company may also have a supervisory board, though few listed companies use one.
Republic of Finland
Osakeyhtiölaki — residency
At least one board member — and the managing director — must be resident in the European Economic Area unless the Finnish Patent and Registration Office grants an exemption.
Patentti- ja rekisterihallitus
Finnish Corporate Governance Code
Comply-or-explain. Recommends that a majority of directors be independent of the company, that at least two of those also be independent of significant shareholders, and that both genders be represented on the board.
Securities Market Association
Shareholders' nomination board
Most Finnish listed companies establish a shareholders' nomination board — a body of the largest owners rather than a board committee — to prepare proposals on director election and remuneration for the general meeting.
Company articles and the Corporate Governance Code
Act on Personnel Representation in the Administration of Undertakings
Provides for personnel representation in the administration of companies above the statutory employee threshold, with the form agreed between the company and its personnel.
Republic of Finland
Diversity requirements
Stated as the rule states it — quota, target or disclosure obligation.
- The Corporate Governance Code recommends that both genders be represented on the board, on comply-or-explain, without a percentage quota.
- Directive (EU) 2022/2381 applies from 30 June 2026 and introduces a binding threshold above the Code's recommendation.
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in September 2026.
The demand thesis
Why seats open in Finland — and how an outsider reaches one.
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
- The EU directive lands on a market that has used a Code recommendation rather than a quota, so the adjustment falls to the nomination boards.
- Finnish industrial, forestry and technology groups operate globally from a small domestic base and value directors with end-market operating records.
- The shareholders' nomination board turns over with the register, so a change of ownership changes the board's composition within a year.
- Defence, dual-use technology and security have become board-level questions in a way they were not five years ago.
How you get in
- The shareholders' nomination board, whose members are disclosed publicly each autumn
- Audit-committee seats, where accounting or auditing expertise is the stated requirement
- Finnish holding companies of international groups
- Technology, gaming and industrial-software issuers internationalising their boards
What this market is short of
- Executed a disposal, buyback or capital-return programme
- CIO, CTO or Chief Digital Officer
- CISO or board-level cyber accountability
Most receptive sectors
Live mandates
No mandates open in Finland right now.
Register your interest and you are matched against this market's briefs as they open — statutory, interim and advisory alike.
Mobility corridors
Where board experience travels, into and out of Finland.
A corridor is a directional pair of markets between which experience is genuinely legible — and every one of them carries a friction, because a corridor with nothing to bridge would be a corridor nobody had thought about.
Into Finland — where its boards recruit from
The two markets share the one structural feature that decides how a candidate is found: a shareholders' nomination body rather than a board committee. A Swedish director already knows who to approach and why.
Friction — Finland's residency rule binds one director rather than half the board, so the arithmetic that constrains a Swedish board does not constrain a Finnish one — and vice versa.
Questions
Finland, answered directly.
Who proposes directors in Finland?
In most listed companies, a shareholders' nomination board — a body constituted by the largest owners rather than a committee of the board. Its composition is disclosed publicly each autumn, and it prepares the proposals on director election and remuneration for the annual general meeting.
Is there a residency requirement for Finnish directors?
At least one board member, and the managing director, must be resident in the EEA, subject to exemption by the Finnish Patent and Registration Office. It is materially lighter than the Norwegian or Swedish half-the-board rules.
Do Finnish boards work in English?
At large caps, very often yes. Registry filings and statutory documents are in Finnish or Swedish, but board papers and discussion at internationally owned issuers are commonly in English.
ID Exchange of Finland
Is Finland actually one of your markets?
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.