Employee representatives exempted from board change Nasdaq Copenhagen disclosure obligation
On 17 June 2026, Nasdaq Copenhagen announced an amendment to Supplement A of the Nasdaq Nordic Main Market Rulebook for Issuers of Shares, which will be effective from 1 August 2026.
The amendment concerns Rule 3.5.2 of the Rulebook, which requires issuers to disclose changes to the composition of their Board of Directors. To clarify the scope of the obligation, a new section has been introduced in Rule 3.5.2 confirming that employee representatives elected pursuant to Danish company law fall outside its scope from 1 August 2026 onwards.
The clarification is of practical relevance to listed Danish companies with employee representation on their boards. Going forward, changes relating solely to employee-elected board members will not trigger a disclosure obligation under Rule 3.5.2. The amendment therefore provides greater certainty regarding the scope of issuers' disclosure obligations and may reduce the administrative burden associated with board changes as most listed companies until now have disclosed changes to the employee elected board members.
Listed companies should nevertheless continue to assess whether changes involving employee representatives give rise to disclosure obligations under other applicable rules or regulations, e.g. in case the information constitutes inside information or if the company is listed on several listing venues.
The amended Rulebook will enter into force on 1 August 2026.
For more capital markets law updates, see Plesner's LinkedIn-page: Plesner Capital Markets Update
Read Nasdaq's regulatory notice "Changes to the Nasdaq Nordic Main Market Rulebook for Issuers of Shares – Supplement A – Nasdaq Copenhagen"