Gunnebo AB s Annual General Meeting, 10 April 2014

Transcription

1 Gunnebo AB s Annual General Meeting, 10 April 2014 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, appointment of the Nomination Committee and election of the Auditor (Items 1 and 9 14 in the proposed agenda) Gunnebo AB s Nomination Committee, which is composed by Dan Sten Olsson (Stena Adactum and Chairman of the Committee), Nils Olov Jönsson (Vätterledens Invest), Ricard Wennerklint (If Skadeförsäkring), together representing shareholders holding approximately 58% of the shares and votes in the company, and by Martin Svalstedt (Chairman of the Board of Directors), 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 1,750,000, to be divided with SEK 500,000 to the Chairman of the Board of Directors (including remuneration for committee work) and SEK 250,000 to each of the other Board members elected by the shareholders. The proposed fees constitute a total decrease with SEK 50,000 in relation to previous year but an increase on individual level with SEK 50,000 for the Chairman and with SEK 25,000 for other Board members. Remuneration for those Board members assigned to the Audit Committee with SEK 50,000 for the Chairman and SEK 30,000 each for other members. Remuneration for those Board members assigned to the Remuneration Committee with SEK 50,000 for the Chairman and SEK 30,000 each for other members. However, no remuneration will be payable to the Chairman of the Board for committee work. The proposed remuneration to Board members for committee work is unchanged in relation to previous year. Auditors fees to be paid in accordance with approved invoices. Item 11: Item 12: Item 13: Re-election of Tore Bertilsson, Göran Bille, Charlotte Brogren, Bo Dankis, Mikael Jönsson and Martin Svalstedt. A presentation of the nominated Board members is available on the company s website: 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 instead etc.

2 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 2015 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, (vi) procedure for appointing the members of the Nomination Committee and (vii) election of Auditor. Item 14: Re-election of the registered auditing company Deloitte AB for the period until the end of the Annual General Meeting of the Shareholders Information relating to the proposed Board members Tore Bertilsson Born Master of Science in Business Administration. Board member in Gunnebo AB since Member of the Audit Committee. Chairman of the Board in PRI Pensionsgaranti and AB Ludvig Svensson. Board member in JCE Group AB, Gamla Livförsäkringsbolaget SEB Trygg Liv and Salinity AB. Main occupation: Professional board member and industrial advisor. Principal work experience: Senior Vice President and CFO AB SKF, bank executive within SEB. Holdings in Gunnebo: 8,000 shares. Independence: Tore Bertilsson is considered as independent from the company and the company s management as well as the company s major shareholders. Göran Bille Born Master of Science in Business Administration. Board member in Gunnebo AB since Member of the Remuneration Committee. Board member in Synsam Nordic AB.

3 Main occupation: President and 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: - Independence: Göran Bille is considered as independent from the company and the company s management as well as the company s major shareholders Charlotte Brogren Born Master of Science in Chemical Engineering. Chairman of the Board in the Swedish Industrial Development Fund. Board member in HMS Industrial Networks AB and QFree AS. Main occupation: Director General VINNOVA Principal work experience: Senior positions within ABB. Holdings in Gunnebo: 3,000 shares. Independence: Charlotte Brogren is considered as independent from the company and the company s management as well as the company s major shareholders. Bo Dankis Born Master of Science in Mechanical Engineering. Board member in Gunnebo AB since Chairman of the Audit Committee. Chairman of the Board in the Swedish Trade & Invest Council, IV Produkt, Cleanergy, Gadelius Gruppen Tokyo and Sweden-Japan Foundation. Board member in Ung Företagsamhet. Main occupation: Professional board member and industrial advisor. Principal work experience: President and executive at Forsheda AB, ABB, Assa Abloy and the Perstorp group. Holdings in Gunnebo: 8,666 shares (2,000 via endowment insurance). Independence: Bo Dankis is considered as independent from the company and the company s management as well as the company s major shareholders. Mikael Jönsson Born University studies in Business Administration. Board member in Gunnebo AB since Member of the Remuneration Committee and the Audit Committee. Chairman of the Board in Lids Industri AB. Board member in AB Trätälja, 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. Independence: Mikael Jönsson is considered as independent from the company and the company s management but not from the company s major shareholders. 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 Broadcast AB and Stena Renewable AB. Board member in Stena Adactum AB. Main occupation: President, Stena Adactum AB.

4 Principal work experience: CFO Capio AB and senior financial positions within Stora and ABB Holdings in Gunnebo: 180,000 shares (60,000 via endowment insurance). Independence: Martin Svalstedt is considered as independent from the company and the company s management but not from the company s major shareholders. 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. Based on the above information and discussions, the Nomination Committee s opinion is that the Board is wellfunctioning and that it fulfils highly set demands on composition and competence. The Nomination Committee, which considers that there is no current need for electing a replacement Board member for Katarina Mellström, therefore proposes re-election of all current Board members. 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 has held one meeting on December 12, 2013, at which Dan Sten Olsson was appointed Chairman. There have also been frequent contacts between the members through telephone and mail. The Nomination Committee has inter alia evaluated the work and performance of the current Board and discussed issues regarding the number of Board members, the composition of the Board and the competences of the Board. Moreover, the issue of the fees to be paid to the Board members has been contemplated. 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. The Board fees were increased in conjunction with the Annual General Meeting 2012 due to that the Board then was extended with two members. The fees to the individual Board members were then unchanged. The fees to the individual Board members were increased in connection with the Annual General Meeting 2011 in respect of the Chairman of the Board (from SEK 400,000 to SEK 450,000) and in connection with the Annual General Meeting 2008 in respect of other members of the Board (from SEK 200,000 to SEK 250,000). In light of the foregoing and of that the Nomination Committee proposes that the Board shall consist of six ordinary members going forward, the Nomination Committee proposes that the total fee to the Board is decreased with SEK 50,000 but that the fees to the individual Board members are raised with SEK 50,000 for the Chairman of the Board and with SEK 25,000 for other members of the Board. The special fee for committee work was last raised in connection with the Annual General Meeting 2011 is now proposed to remain unchanged. The Committee has also discussed and formulated proposals to the 2014 Annual General Meeting in other matters, including the Chairman of the Annual General Meeting, the

5 Chairman of the Board, principles for the appointment of the Nomination Committee and election of Auditor. The Nomination Committee s proposal for election of Auditor has been prepared in collaboration with the Audit Committee. Göteborg, March 2013 The Nomination Committee in Gunnebo AB