Information in advance of the 2016 Annual General Meeting
The Nomination Committee and the Remuneration Committee of Oriflame Holding AG announces their proposals for Board of Directors’ composition and remuneration
The Nomination Committee proposes to the Board of Directors that Alexander af Jochnick, Jonas af Jochnick, Robert af Jochnick, Magnus Brännström, Anders Dahlvig, Anna Malmhake, Christian Salamon be re-elected as members of the Board and that Alexander af Jochnick be re-elected as Chairman of the Board.
Lilian Fossum Biner and Helle Kruse Nielsen have declined reelection after serving nine and eleven years respectively as a Director. Both have contributed in an important way to the Company’s development. Their contributions over these years are much appreciated.
The Nomination Committee is pleased to nominate Karen Tobiasen and Mona Abbasi as new Directors.
Short facts on the proposed new members of Board
Karen Tobiasen will bring extensive international HR know-how, business transformation experience and cultural focus to the Board. She was born in 1965 and holds a BA in Business Economics from Copenhagen Business School, an E*MBA from SIMI and a Msc in Gestalt psycho therapy from Gestalt Akademin, Stockholm. Her career includes several executive positions especially within HR and transformation e.g. with Philips Lighting, SAP EMEA & India and Mercuri Urval. Karen Tobiasen has no other Board assignments and holds no shares in Oriflame.
Mona Abbasi will bring extensive global consumer insight know-how combined with strategic product development experience. She was born in 1973 and has University education from Umeå University, York University Toronto, Stockholm University as well as University College London, where she wrote a Master's thesis in Human Geography. She also has additional education from the Stockholm School of Economics. Mona Abbasi is VP 360 Consumer Experience at Global Marketing, AB Electrolux since 2008. Her previous career includes executive positions with Sony Ericsson, Orange, Ericsson and Research International. She has no other Board assignments and holds no shares in Oriflame.
The Oriflame Group’s CFO, Gabriel Bennet, was last year in addition to his CFO role appointed as Director to the Board of Oriflame Holding AG in order to, for a transitional period, facilitate the administration of the recent domicile change of the Oriflame Group from Luxembourg to Switzerland. As the domicile change was successfully completed in Quarter 3 2015, Gabriel Bennet will, as originally intended, discontinue his role as Director to the Board. Gabriel Bennet continues in his role as CFO.
Independence according to Swedish Code for Corporate Governance
All of the proposed Board members are, according to the Nomination Committee, to be considered as independent in relation to the company's major shareholders except for Alexander af Jochnick, Robert af Jochnick and Jonas af Jochnick. Magnus Brännström is the CEO of Oriflame.
Board of Directors remuneration
The Remuneration Committee proposes to the Board of Directors that the board directorship and committee fees for the period from the 2016 Annual General Meeting to the next Annual General meeting are set as follows:
- Chairman of the Board: 70,000 euro
- Each non-executive Director of the Board: 35,000 euro
- Chairman of the Audit Committee 15,000 euro
- Each Committee member: 10,000 euro
About the Nomination Committee and the Remuneration Committee
As previously announced, Oriflame’s Board of Directors has in accordance with Swiss law formed a Nomination Committee as well as a Remuneration Committee among its members. Among the tasks of the Nomination Committee is to prepare the Board of Directors proposals on board composition to be put forward to the Annual General Meeting, and among the mandatory tasks of the Remuneration Committee is to prepare the Board of Directors proposals on to the Board of Directors.
Participating Directors in the Nomination Committee are:
Anders Dahlvig, Board member and Chairman of the Nomination Committee
Alexander af Jochnick, Chairman of the Board
The Nomination Committee has contacted and consulted, among others, the Company’s five largest shareholders (as known to the Company per 30 September 2015) in the nomination process.
Participating Directors in the Remuneration Committee are:
Lilian Fossum Biner, Board member and Chairman of the Remuneration Committee
Alexander af Jochnick, Chairman of the Board
About the Annual General Meeting
The proposals on board composition and board remuneration will in accordance with Swiss law be resolved upon by the Board of Directors and together with all other agenda items be put forward by the Board to the Annual General Meeting. The full notice and agenda will be published no later than twenty days prior to the Annual General Meeting to be held in Zurich, Switzerland, on 17 May 2016.
Founded in 1967, Oriflame is a beauty company selling direct in more than 60 countries. Its wide portfolio of Swedish, nature-inspired, innovative beauty products is marketed through approximately 3 million independent Oriflame Consultants, generating annual sales of around €1.2 billion. Respect for people and nature underlies Oriflame’s operating principles and is reflected in its social and environmental policies. Oriflame supports numerous charities worldwide and is a Co-founder of the World Childhood Foundation. Oriflame is a Swiss company group listed on the Nasdaq Stockholm Exchange.
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