IFS Annual General Meeting of Stockholders, March 28, 2007
The Annual General Meeting (AGM) of stockholders in Industrial and Financial Systems, IFS AB (publ), approved the statement of income and the balance sheet as well as the consolidated statement of income and the consolidated balance sheet of December 31, 2006. Furthermore, the AGM resolved to approve the proposal by the board of directors concerning the disposition of the company’s earnings according to the approved balance sheet. No dividend will be paid out for fiscal year 2006. The members of the board and the chief executive officer were discharged from liability.
Anders Böös (chairman), Gregory Gorman, Ulrika Hagdahl, Bengt Nilsson (deputy chairman), Jacob Palmstierna, Alastair Sorbie (chief executive officer) and Christina Stercken were re-elected to the board. It was resolved that a director’s fee of SKr 750,000 be paid to the chairman and SKr 250,000 be paid to other board members apart from the chief executive officer. Öhrlings PricewaterhouseCoopers AB was re-elected as auditors for the period up to the AGM of 2010.
The AGM adopted the proposal by the board that for the period up to the end of the next AGM a nominations committee be established that shall submit proposals to the AGM concerning the election of the chairman and other board members; directors’ fees for the chairman and other board members and remuneration, if applicable, for committee work; the election and remuneration of auditors (where appropriate); the principles for the composition of the nominations committee; and the election of a chairperson for the AGM. The nominations committee shall consist of the chairman of the board, a representative of the company’s principal owners, two representatives of the company’s largest institutional owners, and a representative of the founders. The representative of the principal owners shall convene and chair the nominations committee. The nominations committee shall be presented in connection with the third-quarter report 2007 and be constituted based on known stockholdings in the company as of September 30, 2007.
The AGM adopted the proposal by the board that remuneration of senior executives in IFS shall consist of a basic salary, variable remuneration, pension contributions and other benefits. The variable salary shall not exceed 50% of the basic salary. The maximum amount of variable remuneration paid to senior executives in fiscal 2007 can amount to SKr 3,400,000.
The AGM adopted the proposal to authorize the board of director to raise certain dept financing in accordance with the Swedish Companies Act that came into force on January 1, 2006. At present, a proposal exists for an amendment to the Swedish Companies Act that would entail a return to the previous legislation and would enter into force on July 1, 2007. In the event that the Swedish Companies Act is amended in line with the present proposal, the authorization for the board of directors will apply up to and including June 30, 2007.