The nomination committee’s proposals to Scandi Standard’s annual general meeting 2018
The nomination committee of Scandi Standard AB (publ) (“Scandi Standard”) has today submitted its proposals to Scandi Standard’s annual general meeting to be held on 22 May 2018. The nomination committee proposes that Per Harkjaer be re-elected as chairman and that Michael Parker, Karsten Slotte, Heléne Vibbleus and Öystein Engebretsen be re-elected as members of the board of directors. In addition, the nomination proposes that Gunilla Aschan and Vincent Carton be elected as new members of the board of directors. The current board members Ulf Gundemark, Samir Kamal, Harald Pousette and Asbjörn Reinkind have informed the nomination committee that they are not available for re-election.
Election of chairman and members of the board of directors
The nomination committee proposes that Per Harkjaer be re-elected as chairman and that Michael Parker, Karsten Slotte, Heléne Vibbleus and Öystein Engebretsen be re-elected as members of the board of directors until the close of the annual general meeting 2019. In addition, the nomination committee proposes that Gunilla Aschan and Vincent Carton be elected as new members of the board of directors until the close of the annual general meeting 2019.
Accordingly, the nomination committee proposes that the number of board members elected by the annual general meeting be reduced from nine without deputies to seven without deputies.
The current board members Ulf Gundemark, Samir Kamal, Harald Pousette and Asbjörn Reinkind have informed the nomination committee that they are not available for re-election.
Information on the proposed new board members – Gunilla Aschan and Vincent Carton
With a view to maintain the shareholder perspective on the board, to strengthen its competence in finance and its industrial knowledge and to move towards a more gender balanced board composition, the nomination committee has identified Gunilla Aschan and Vincent Carton as two candidates that would strengthen the board in these areas and bring on board the desired competences.
Gunilla Aschan
Born: 1960
Education: Master of Science in Agriculture Economics, Swedish University of Agricultural Sciences (SLU), Uppsala (Sweden).
Other assignments: Head of Specialist Group Land & Forestry, Commercial Banking, Nordea Bank AB (publ). Member of the board of directors of Lantmännen. Member of the Royal Swedish Academy of Agriculture and Forest (KSLA). Member of the Advisory Board Capital Asset Management KSLA. Member of the audit committee of Lantmännen.
Shareholding in Scandi Standard: 0 shares.
Principal work experience: Head of Specialist Group Land & Forestry, Commercial Banking, Nordea Bank AB (publ). Chairman of the Landowners Association East Sweden. Member of the board of directors and the audit committee of HKScan Group.
Vincent Carton
Born: 1958
Education: Bachelor of Commerce, University College Dublin, CIMA Chartered institute of Management Accountants
Other assignments: Managing director of Manor Farm since 1998, Member of Foodwise 2025 (Irish Agriculture and food Industry strategy committee), Board Member of MII (Meat Industry Ireland), Member of Consumer foods, Meat and Livestock advisory Boards of Bord Bia (Ireland’s food Marketing Organisation).
Shareholding in Scandi Standard: 6,000,000 shares (through the related company Carton Group).
Principal work experience: Managing director of Manor Farm.
The board members’ independence pursuant to the Swedish Corporate Governance Code
In terms of applicable Swedish independence requirements, the nomination committee considers that all of the proposed board members except Vincent Carton are independent of Scandi Standard and its senior management. Further, the nomination committee considers that that all of the proposed board members except Öystein Engebretsen (being an employee of Investment AB Öresund) are independent of Scandi Standard’s major shareholders.
The nomination committee notes that Vincent Carton has a significant shareholding in the company through Carton Group that does not meet the 10% threshold for being considered a major shareholder and Gunilla Aschan is a member of the board of directors of Lantmännen that has a significant shareholding in the company that does not meet the 10% threshold for being considered a major shareholder.
Election of auditor
The nomination committee proposes that Öhrlings PricewaterhouseCoopers AB be re-elected as auditor until the end of the annual general meeting 2019.
Fees to the board of directors and the auditor
The nomination committee proposes that fees to the board members, for the period until the next annual general meeting, shall be SEK 2,600,000 (currently SEK 2,750,000). The fee to the chairman of the board shall be increased to SEK 650,000 (SEK 550,000) and the individual fee payable to the other six non-employed board members elected by the annual general meeting shall be increased to SEK 325,000 (SEK 275,000).
In addition, the nomination committee proposes that fees to members of the committees of the board, for the period until the next annual general meeting, shall be SEK 420,000 (SEK 330,000). This comprises an individual annual fee of SEK 150,000 (SEK 130,000) for the chairman of the audit committee and SEK 75,000 (SEK 50,000) for each of the two other members of the audit committee, SEK 60,000 (SEK 50,000) for the chairman of the Remuneration Committee and SEK 30,000 (SEK 25,000) for each of the two other members of the Remuneration Committee.
The nomination committee proposes that the auditor fees be paid against approved account.
Other
The nomination committee consists of Gustav Lindner (chairman, appointed by Investment AB Öresund), Justin Carton (appointed by Carton Group), Hans Hedström (appointed by Carnegie Fonder), Ulf Zenk (appointed by Lantmännen Animalieinvest AB) and Per Harkjaer (chairman of the board of directors of Scandi Standard).
The nomination committee’s complete proposals, including further explanations and information on the proposed board members, will be available on Scandi Standard’s website, www.scandistandard.com.
The annual general meeting will be held on 22 May 2018.
For further information, please contact:
Gustav Lindner, chairman of the nomination committee (+46 73 439 33 04)
Henrik Heiberg, Head of M&A, Financing and IR at Scandi Standard (+47 91 74 77 24)
Please note: This information is information that Scandi Standard AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 17.30 CET on 12 March 2018.
About Scandi Standard
Scandi Standard is passionate about the tasty, healthy and climate-smart chicken! We are the leading producer of chicken-based food products in the Nordic region and Irland. The company produces, markets and sells ready to eat, chilled and frozen products under the well-known brands Kronfågel, Danpo, Den Stolte Hane, Naapurin Maalaiskana and Manor Farm. In Norway eggs are also produced and sold. We are approximately 3 000 employees and have a total sales of more than SEK 7,5 billion. For more information, please visit www.scandistandard.com.
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