Gunnebo AB Annual General Meeting 27 April 2010

Transcription

1 Gunnebo AB Annual General Meeting 27 April 2010 The Nomination Committee s proposals for resolutions in respect of Chairman of the AGM, Number of members of the Board of Directors, fees payable to the Board of Directors, fees payable to the Auditor, election of the members of the Board of Directors, election of the Chairman of the Board of Directors and appointment of the Nomination Committee (Items 1 and 9 13 in the proposed agenda) Gunnebo AB s Nomination Committee, which is composed by Dan Sten Olsson (Stena Adactum), Chairman of the Committee, Nils Olov Jönsson (Vätterledens Invest), Nils Petter Hollekim (Odin Fonder) and Martin Svalstedt (Chairman of the Board of Directors), together representing approximately 47% of the shares and votes in the company, proposes the following. Item 1: Item9: Item 10: Martin Svalstedt as Chairman of the AGM. Six ordinary Board members without Deputy members. A total fee to the Board of Directors amounting to SEK 1,525,000, to be divided with SEK 400,000 to the Chairman of the Board of Directors (includes remuneration for committee work) and SEK 225,000 to each of the other Board members elected by the shareholders, and a special fee of a total of SEK 100,000 as compensation to the members of the Board s Audit Committee and Remuneration Committee (except the Chairman of the Board of Directors) to be divided among the members in accordance with the Board of Directors decision. The proposed fees are unchanged in relation to previous year. Auditors fees to be paid in accordance with current agreement. At the 2008 Annual General Meeting, the registered auditing company Deloitte AB was elected as auditor for the period until the end of the annual general meeting 2012 with the certified auditor Jan Nilsson as auditor in charge. Item 11: Lena Olving is not available for re-election. Re-election of Mikael Jönsson, Martin Svalstedt, Björn Eriksson, Bo Dankis and Göran Bille and election of Katarina Mellström as new member of the Board of Directors. A presentation of the nominated Board members is available on the company s website: Item 12: Item 13: Re-election of Martin Svalstedt as Chairman of the Board of Directors. The Nomination Committee shall consist of the Chairman of the Board of Directors together with one representative of each of the three by voting power largest shareholders at the end of the third quarter of Should such shareholder not wish to appoint a representative, the fourth largest shareholder by voting power will be invited to do so Page 1 by 5

2 instead etc. The Nomination Committee shall thus consist of the appointed representatives, together with the Chairman of the Board of Directors, who shall convene the Nomination Committee s meetings. The Nomination Committee shall appoint its Chairman subject to that the Chairman of the Board of Directors may not be elected Chairman of the Nomination Committee. The constitution of the Nomination Committee shall be made public not later than in connection with the publication of the Company s report for the third quarter The mandate period of the Nomination Committee runs until the next Nomination Committee has been appointed and its mandate period starts. Should a member of the Nomination Committee resign from the Nomination Committee during the mandate period or become prevented from fulfilling his/hers assignment, the Nomination Committee shall without delay request the shareholder that has appointed the member, to appoint another member to the Nomination Committee. Should the shareholder not appoint another member, the right to appoint another member of the Nomination Committee shall transfer to the subsequent largest shareholder by voting power, provided such shareholder has not already appointed a member of the Nomination Committee or previously waived such right. The Nomination Committee s shall provide to the Annual General Meeting of the Shareholders 2011 proposals for (i) chairman of the Annual General Meeting, (ii) number of members of the Board of Directors and Deputy members to be elected by the shareholders, (iii) chairman of the Board of Directors and other members of the Board of Directors elected by the shareholders, (iv) fees payable to members of the Board of Directors elected by the shareholders and fees payable to members of the Board s committees, (v) fees payable to the Auditor, and (vi) procedure for appointing the members of the Nomination Committee. Information relating to the proposed Board members Martin Svalstedt Born Master of Science in Business Administration. Board member in Gunnebo AB since 2003, Chairman of the Board since Chairman of the Remuneration Committee. Chairman of the Board in Ballingslöv International AB, Envac AB, MediaTec AB and Stena Renewable AB. Member of the Board in Gislaved Folie AB and Stena Adactum AB. Main occupation: President, Stena Adactum AB. Principal work experience: CFO Capio AB and senior financial positions within Stora and ABB Holdings in Gunnebo: 154,852 shares (53,802 via endowment insurance), 16,000 warrants Independence: Martin Svalstedt is considered as independent from the company and the company s management but not from the company s major shareholders. Page 2 by 5

3 Mikael Jönsson Born University studies in Business Administration. Board member in Gunnebo AB since 2000, Chairman of the Audit Committe, member of the Remuneration Committee. Board member in Vätterledens Invest AB and subsidiaries, Kopparbergs Bryggeri AB, Nanoxis AB and Wipcore AB. Main occupation: CEO, Vätterledens Invest AB. Principal work experience: Stockbroker and various senior positions in Vätterledens Invest AB. Holdings in Gunnebo: 153,333 shares, 16,000 warrants. Independence: Mikael Jönsson is considered as independent from the company and the company s management but not from the company s major shareholders. Bo Dankis Born Master of Science in Mechanical Engineering. Board member in Gunnebo AB since Member of the Audit Committee. Chairman of the Board in Perstorp Holding AB, Gadelius K.K., Tokyo and the Swedish Trade Council. Board member in the Sweden-Japan Foundation. Main occupation: Chairman of the Board in Perstorp Holding AB. Principal work experience: Many years experience as President and executive at Forsheda AB, ABB, Assa Abloy and the Perstorp group. Holdings in Gunnebo: 6,666 shares, 16,000 warrants. Independence: Bo Dankis is considered as independent from the company and the company s management as well as the company s major shareholders. Björn Eriksson Born Master of Science in Business Administration. Board member in Gunnebo AB since Chairman of the Board in, among others, AB Göta Kanal, IFS, Årets Nybyggare, Yump and Svenska Skidskytteförbundet. Member of the Board in, among others, SE-Banken s Samhällsekonomiska Råd and Barndiabetesfonden. Main occupation: Senior adviser. Principal work experience: National Police Commissioner, Director-General of the Board of Customs, President of Interpol and World Customs Organisation (WCO) and senior positions in Sweden s Ministry of Finance. Holdings in Gunnebo: - Independence: Björn Eriksson is considered as independent from the company and the Göran Bille Born Master of Science in Business Administration. Board member in Gunnebo AB since 2008, member of the Remuneration Committee. Board member in Synsam Nordic AB. Main occupation: CEO, AB Lindex. Principal work experience: Several senior positions at H&M including President of H&M Rowells, Country Manager for H&M in Sweden, Division Manager for H&M Woman. Holdings in Gunnebo: 16,666 shares (via endowment insurance). Page 3 by 5

4 Independence: Göran Bille is considered as independent from the company and the Katarina Mellström Born Master of Science in Business Administration. Main occupation: Management consultant IMM Consulting. Principal work experience: CEO Fujitsu Services AB, CEO Mandator AB, leading positions within Ericsson AB. Holdings in Gunnebo: - Independence: Katarina Mellström is considered as independent from the company and the Statement explaining the proposals regarding the Board of Directors The Nomination Committee has received information regarding the company s operations, phase of development and other relevant circumstances and an evaluation of the current Board members and the work of the Board of Directors. The Nomination Committee has discussed the principal requirements that should be imposed on Board members, including the requirements concerning the independence of Board members. The issue of more equal gender distribution on the Board was given special attention. Based on the above information and discussions, the Nomination Committee s opinion is that the Board is well-functioning and that it fulfils highly set demands on composition and competence. In light of the above and the fact that one Board member would not stand for re-election, the Nomination Committee s proposes Katarina Mellström as new member of the Board and that the other Board members be re-elected. It is the opinion of the Nomination Committee that Katarina Mellström is very well suited as Board member in Gunnebo AB inter alia given Katarina Mellström s experience from leading international service companies and developing their respective service businesses. In the opinion of the Nomination Committee, the proposed Board of Directors has the appropriate composition with regard to the company s operations, phase of development and other relevant circumstances, and displays diversity and breadth in terms of the Board member s qualifications, experience and background. Presentation of the activities carried out by the Nomination Committee The Nomination Committee held its first meeting on 15 December, 2009, at which Dan Sten Olsson was appointed Chairman. The Nomination Committee has thereafter held one further meetings and there have also been frequent contacts between the members through telephone and mail. At the meetings, the Nomination Committee has inter alia evaluated the work and performance of the current Board and discussed issues regarding the number of Board members and the need to undertake new recruitment. Moreover, issues regarding potential new Board members and regarding the fees to be paid to the Board members have been discussed. The evaluation of the current Board has included inter alia a report from the Chairman of the Board Martin Svalstedt on the Board s recurring self-evaluation process. Page 4 by 5

5 Due to the fact that Lena Olving would not stand for re-election, the Nomination Committee decided that Lena Olving should be replaced with a new Board member. The Nomination Committee has previously thoroughly discussed issues concerning the number of Board members and proposed that the Annual General Meeting 2008 should decide to reduce the number of Board members from seven to six. The Nomination Committee s assessment is that it is sufficient that the Board consists of six members even with regard to that the Nomination Committee proposes that one new Board member is elected. The Nomination Committee has decided to propose the election of Katarina Mellström, who has more than 20 years experience of international business within the service industry and also experience of leading international companies within IT and telecom. The Board fees were raised at the Annual General Meeting 2008 and although the Nomination Committee acknowledges the importance of competitive board fees, the Nomination Committee has decided to propose that the fees to be paid to the Board members shall remain the same as the fees decided at the Annual General Meeting 2009 in view of the present difficult business climate. At the Nomination Committee s meetings, the Committee has also discussed and formulated proposals to the 2010 Annual General Meeting in other matters, including the Chairman of the Annual General Meeting, the Chairman of the Board and principles for the appointment of the Nomination Committee. Göteborg, March 2010 The Nomination Committee in Gunnebo AB Page 5 by 5