Bulletin from Annual General Meeting in Acando 2018
The following items were resolved at the Annual General Meeting of Shareholders of Acando AB (publ) held on 26 April, 2018 in Stockholm:
The AGM resolved that a dividend of SEK 1.40 per share will be paid, and that the Record Day for the dividend shall be 30 April 2018. It is expected that disbursement via Euroclear Sweden AB can take place on 4 May 2018.
Adoption of the income statement and the balance sheet, appropriation of the Company’s profits and discharge from liability for the members of the Board of Directors and the Managing Director
The Annual General Meeting (AGM) resolved the adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet for 2017. The AGM also resolved the appropriation of the Company's profits according to the adopted Balance Sheet.
The AGM discharged the members of the Board of Directors and the Managing Director from liability for year 2017.
Remuneration to the Board of Directors and auditors
The AGM also resolved that the remuneration of external Board Members be set at SEK 2,100,000 of which the Chairman shall receive SEK 600,000 and the other Members shall each receive SEK 240,000. The Board shall also dispose of SEK 300,000 to be divided among committee members. The AGM resolved that the remuneration of the Auditors be in accordance with their agreed invoice.
Board of Directors
The AGM resolved that there will be six Board Members elected by the AGM. The AGM resolved to re-elect Ulf J Johansson, Lena Eliasson, Magnus Groth, Anders Skarin, Alf Svedulf and Caroline af Ugglas. The AGM resolved to re-elect Ulf J Johansson as Chairman of the Board.
The AGM resolved to elect the auditing firm KPMG as auditor, for the period up until the end of next AGM (2019), in accordance with recommendation from the board’s Audit committee, which intends to appoint Helena Arvidsson Älgne Principal Auditor.
Principles for the appointment of members of the Nomination Committee
The AGM resolved to approve principles for the appointment of members of the Nomination Committee according to the proposal submitted meaning that the Nomination Committee comprises one representative for each of the four largest shareholders or shareholder groups.
Authorisation of a new share issue
The AGM resolved to authorise the Board to decide on a new issue of class B shares to the degree that such issue may take place without the Articles of Association being amended. Furthermore, the board's utilisation of such authorisation may not imply that the total increase in share capital exceed 10 percent of the registered share capital at the point in time the board should utilise the authorisation for the first time. Shares may be issued with the condition that new shares may be paid with capital contributed in kind or by set-off. Accordingly, the authority shall not include the right for the board to resolve on a new cash issue. The issue may take place with waiver of shareholders' preferential right. The authorisation may be utilised upon one or several occasions up until the next AGM. The issue price shall correspond to the share's appraised market value. The reason for shareholders' preferential rights being able to be waived is to enable the Company to issue shares in conjunction with the acquisition of companies or business activities. In connection with such acquisitions, the board of directors is, however, not entitled to combine the authorisation with the authorisation regarding transfer of own shares of class B in such way that the total number of shares of class B that is paid in connection with acquisitions made through issues in kind exceeds 10 percent of the registered share capital.
Authorisation for the Board of Directors to repurchase and transfer treasury shares
The AGM resolved to authorise the board, up until the next AGM, on one or several occasions, to resolve the acquisition and the transfer of own class B shares with waiver of shareholders' preferential rights. Acquisitions may be made only through Nasdaq Stockholm within at each time prevailing share price interval (meaning the interval between the highest bid price and ask price), and the number of shares acquired must not be so great that the Company's holding of its own shares exceeds 10 percent of all shares in the Company. Acquisitions may only take place to the degree that they are justifiable in light of the Swedish Companies Act's prudence concept. Transfers may be made as payment of all or part of the purchase consideration upon the acquisition of companies or business activities, upon which the consideration shall correspond to the share's estimated market value. In the latter case, payment may be made through capital contributed in kind, in the form of shares or business property, or through a set-off against claims against the company. Transfers may not be made through Nasdaq Stockholm. In connection with such acquisitions, the board of directors is, however, not entitled to combine the authorisation with the authorisation regarding issue of shares of class B in such way that the total number of shares of class B that is paid in connection with acquisitions made through issues in kind exceeds 10 percent of the registered share capital.
Guidelines for the remuneration of senior executives
In accordance with the Board’s proposal, the AGM resolved to approve the guidelines for remuneration of senior executives (the managing director and members of Group management). The following main guidelines were adopted:
- The Company shall offer competitive and market-adapted conditions that enable the Company to recruit and retain proficient senior executives.
- Compensation includes salary, long-term incentive programs and pension provisions.
- The salary shall contain fixed and variable components. The ambition is that the fixed salary plus 40 percent of the maximum possible variable salary shall constitute a total salary that is in line with the market when the Group's quantitative financial and operational goals, established by the board, are achieved.
- The total cost of the variable part for the company management shall not exceed 100 percent of the fixed salary costs for this group depending goal achievement.
Share Savings Program 2018
The AGM resolved in accordance with the Board’s proposal for implementation of a share savings program 2018 (”the Program”) for senior executives and other key employees within the Acando Group, authorization to resolve to issue class C shares and transfer of shares under the share savings program. The Program has a similar structure to the share savings program approved by the annual general meetings (“AGMs”) held in 2008, 2009, 2010, 2011, 2012, 2013, 2014 (and extra general meeting 2014), 2015, 2016 and 2017. The board of directors’ main aim is to use the Program to increase the ability of the Company to recruit and retain key employees, and to create an individual long-term ownership commitment among the participants in the Program which is expected to stimulate greater interest in the Company's business operations and results, improve motivation, and increase the feeling of affinity within the Company.
The notification to attend the AGM and the proposed resolutions are available at www.acando.com.
For more information please contact:
Anneli Lindblom, CFO or Ulf J Johansson, Chairman of the Board, Acando, +46 8 699 70 00.
Acando is the consulting company who with equal parts of technical excellence and insight into human behavior - innovates, streamlines and mobilizes organizations for sustainable change. The Group has approximately 1900 employees allocated over five countries. Acando had sales of more than 2.4 billion SEK in 2017 and is listed on Nasdaq Stockholm.