Press release from the Annual General Meeting of FinnvedenBulten AB (publ) April 29, 2014
FinnvedenBulten AB (publ) has held its Annual General Meeting on April 29, 2014. Below is a summary of the decisions made at the meeting.
Adoption of the income statement and balance sheet, and discharge from liability
The AGM adopted the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet for 2013. The AGM granted the Board of Directors and President discharge from liability for the 2013 financial year.
Resolution regarding allocation of the Company’s earnings
In accordance with the Board of Directors’ proposal, the AGM decided on a dividend of SEK 2.00 per share, SEK 42,080,414 in total. The record day was established as May 5, 2014 and the dividend is expected to be distributed by Euroclear Sweden AB on May 8, 2014.
Election of Board Directors and the Chairman of the Board
The AGM decided to expand the board with an additional member. The board shall comprise of seven ordinary members elected by the AGM, without deputies. The AGM decided that Roger Holtback, Hans Gustavsson, Hans Peter Havdal, Arne Karlsson, Johan Lundsgård and Adam Samuelsson should be re-elected as ordinary Board members and that Ann-Sofie Danielsson should be newly elected as an ordinary Board member. Ann-Sofie Danielsson
Ann-Sofie Danielsson holds an MBA and a position as CFO at within NCC Group. She has previously held executive positions in the NCC Group and Nynäs and she has been authorized accountant at Tönnerviksgruppen and KPMG. Ann-Sofie Danielsson is also board member at RNB AB.
Roger Holtback was re-elected as the Chairman of the Board.
Re-appointment of auditors
The AGM decided to re-appoint PricewaterhouseCoopers AB as the Company’s auditor to the end of the AGM 2015. PricewaterhouseCoopers AB has announced that the authorized accountant Fredrik Göransson will be remain lead auditor.
Establishment of fees to Board Directors and the auditor
The AGM decided to adopt the remuneration of the Board members in accordance with the nomination committee’s proposal for a decision, which means that a fixed fee of in total SEK 2,850,000 will be paid to the Board of Directors, of which SEK 700,000 to the Chairman of the Board and SEK 350,000 to each of the other Board members elected by the AGM who are not employed within the Company or its subsidiaries. A fixed fee of SEK 50,000 will be paid to the to the chairman of the audit committee. No remuneration will be paid to the other members of the audit committee or the remuneration committee.
The AGM also decided that auditor’s fee be paid to an approved invoice.
Resolution regarding guidelines for remuneration for senior management
The AGM decided on the guidelines for remuneration to senior management, in accordance with the Board of Directors’ proposed resolution which in principal are the same as for those in 2013. Salaries and other terms and conditions of employment shall be such that the Group can constantly attract and retain competent senior managers at a reasonable cost to the Company.
The basic principle for the remuneration of senior executives is that wages and other employment conditions should be such that the group always can attract and retain qualified senior executives to the company's reasonable costs. Remuneration to senior executives shall consist of a fixed salary in the market and be based on the executive's responsibility , competence and performance. . In addition to fixed salary there might, from time to time, be offered a cash bonus. Such a bonus may amount to a maximum of 60% of the annual fixed salary of the CEO, and a maximum of 40% of the annual fixed salaries of other senior managers. The variable remuneration shall not be pensionable. Furthermore, the senior executives entitled to customary non-monetary benefits such as health insurance, company cars and company health care. Senior executives who are resident in Sweden may be offered defined pension plans with annual premium of maximum 35 percent of base salary (in addition to the pension benefits which senior executives are entitled to under the ITP plan). For executives who are resident in Sweden, there is a mutual notice period of six months. Severance pay, in addition to salary during the notice period, occurs and may at a maximum along with the basic salary during notice, be payed up to a maximum of 18 months salary. To the extent that elected board members performing work that goes beyond the Board's work, they may receive a fee for such work. Compensation should be according to market conditions and must be approved by the Board. The Board shall be entitled to deviate from the guidelines in an individual case are special reasons for the deviation. The adopted guidelines in whole are available at www.finnvedenbulten.com.
Nomination committee, etc
The AGM further decided the principles for appointing the Nomination Committee together with instructions for the Nomination Committee in accordance with the presented proposal. The company shall have a Nomination Committee consisting of four people. The three largest shareholders as of the last business day of September shall be entitled to appoint one member of the committee and in addition the Chairman of the Board shall be a member of the committee. No compensation will be paid to the committee members.
The adopted guidelines in whole are available at www.finnvedenbulten.com.
Gothenburg, April 29, 2014
FinnvedenBulten AB (publ)
For further information, please contact:
Kamilla Oresvärd, Vice President Corporate Communications
Tel: +46 (0)70-520 59 17, e-mail: kamilla.oresvard@finnvedenbulten.com
NB.The information in this announcement is required to be disclosed by FinnvedenBulten AB (publ) under the Swedish Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 19:00 CET on, April 29, 2014.
FinnvedenBulten develops and manages industrial businesses, offering products, technical solutions and systems in metallic materials. The Group operates as a business partner to international customers in the engineering industry, primarily the automotive industry. FinnvedenBulten is structured into two divisions – Bulten and Finnveden Metal Structures – both with strong positions in their respective customer segments. FinnvedenBulten is listed on NASDAQ OMX Stockholm. Further information at www.finnvedenbulten.com.
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