Decisions at annual general meeting of Klövern AB (publ)
At the Annual General Meeting of Klövern AB (publ) on 26 April 2017 the following decisions were made, among others.
A dividend of SEK 0.40 per ordinary share of Class A and Class B and SEK 20.00 per preference share for the 2016 financial year were decided. The dividend amount per ordinary share of Class A and Class B totalling SEK 0.40 shall be distributed in four payments, each of SEK 0.10 and the dividend amount per preference share totalling SEK 20.00 shall be distributed in four payments, each of SEK 5.00.
Record dates for the ordinary shares and the preference shares were decided to be 30 June 2017, 29 September 2017, 29 December 2017 and 29 March 2018.
Board of Directors and auditors
The Annual General Meeting decided on re-election of the board members Rutger Arnhult, Ann-Cathrin Bengtson, Pia Gideon, Eva Landén and Fredrik Svensson. Pia Gideon was re-elected as Chairman of the Board by the Annual General Meeting.
The Annual General Meeting decided a total fee of SEK 940,000 to be paid to the Board. The proposal means an increase of in total SEK 140,000 compared to the decided fee for 2016. The fee is to be distributed in accordance with the following, where the decided fee for 2016 is shown in parentheses - Chairman of the Board: SEK 400,000 (SEK 350,000) and respectively Member of the board: SEK 180,000 (SEK 150,000). A board member who is at the same time employed by the Company shall not receive any director's fee. No further payment is made to board members who serve on committees of the Board.
The Annual General Meeting decided to re-appoint the registered public accounting firm Ernst & Young AB as the company's auditors for the period until the next Annual General Meeting, with Fredrik Hävrén as auditor in charge. Payment shall be in accordance with approved invoices.
Guidelines for remuneration of the executive management
The Annual General Meeting decided in accordance with the Board's proposed guidelines for remuneration and other terms of employment for the executive management: The basic salary is to be at a market level and competitive and to take into account the individual's areas of responsibility and experience. The basic salary is to be subject to review every year. Variable salary shall be linked to predetermined and measurable criteria, designed with the intention of promoting the long-term creation of value in the Company. For the CEO, no variable salary is payable and for other members of the executive management variable salary can be at most three months basic salary per year. Variable salary is paid in the form of salary not conferring pension rights. Senior executives, excluding the chief executive officer, are also to be offered to take part in long-term incentive schemes if such are established for the company. The Board shall, as provided for in Chapter 8, section 53, of the Companies Act, have the right to depart from the guidelines if there is reason for doing so in individual cases.
The composition of the Nominations Committee
The Nominations Committee shall consist of five members, of which one member shall be the Chairman of the Board. The Chairman of the Board shall contact the four largest shareholders by voting power of the Company as at the last day of share trading in September the year preceding the Annual General Meeting. In the event of a requested shareholder not wishing to appoint a member of the Nominations Committee, the next largest shareholder, who has not previously been asked to appoint a representative to the Nominations Committee, shall be asked.
The Nominations Committee shall perform the tasks ensuing from the Swedish Code of Corporate Governance.
Authorization for the Board to acquire and transfer the Company's own shares
The Annual General Meeting decided to authorize the Board, at the longest until the next Annual General Meeting, to acquire and transfer Klövern's own shares.
The Board's proposal for authorization is intended to provide the Board with greater possibilities to adapt the capital structure of the Company to the capital requirement from time to time and thus be able to contribute to increased shareholder value. The Company does not hold any of its own shares.
Authorization for the Board to decide on a new issue of shares
The Annual General Meeting decided to authorize the Board, on one or more occasions, during the period until the next Annual General Meeting to decide on a new issue of ordinary shares of Class A and/or Class B and/or preference shares, with or without derogation from the shareholders' pre-emption rights. The number of shares issued pursuant to this authorization shall correspond to an increase in the share capital of at most ten per cent based on the total share capital of the Company at the time of the 2017 Annual General Meeting.
The number of ordinary shares of Class A that may be issued pursuant to the authorization may, however, amount to at most ten per cent of the share capital consisting of ordinary shares of Class A issued on the date of the 2017 Annual General Meeting, the number ordinary shares of Class B that may be issued pursuant to the authorization may, however, amount to at most ten per cent of the share capital consisting of ordinary shares of Class B issued on the date of the 2017 Annual General Meeting and the number of preference shares which may be issued pursuant to the authorization may amount to at most ten per cent of the share capital consisting of preference shares issued at the time of the 2017 Annual General Meeting.
Adjusted principles for transfers to Klövern's profit sharing foundation, item 18
The Annual General Meeting decided in accordance with the Board's proposed adjustment of the principles for transfers to Klövern's profit sharing foundation.
Incentive Scheme 2017, item 19
The Annual General Meeting decided in accordance with the Board's proposal to implement a cash based settlement incentive programme to senior executives (excluding the chief executive officer) and key personnel in the Company, related to the share price development of Klövern's Class B ordinary shares. Incentive Scheme 2017 is intended to include a maximum of 30 senior executives and key personnel of Klövern. The Company's maximum cost of Incentive Scheme 2017 is estimated at around SEK 66 million.