Report from Annual General Meeting in Beijer Electronics AB (publ)
Beijer Electronics’ Annual General Meeting for the financial year 2014 was held on Wednesday April 22, 2015. The AGM adopted all resolutions presented by the Board of Directors and Nomination Committee. An account of the most important resolutions and a summary of the Annual General Meeting follows.
The AGM approved the presented Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet. The Board members and Chief Executive Officer were discharged from liability.
The Meeting approved the Board of Directors’ proposal for an ordinary dividend of SEK 1.25 per share for the financial year 2014. April 24, 2015 was resolved as the record date for the dividend. The dividend is scheduled for disbursement from Euroclear Sweden AB on June 2, 2015.
In her address to the Meeting, Beijer Electronics’ acting CEO Anna Belfrage presented operations for 2014 and first quarter 2015.
The AGM also resolved:
- to elect Anders Ilstam as Chairman of the Meeting.
- that the Board of Directors shall consist of six members, without deputies.
- that fees of SEK 500,000 would be paid to the Chairman of the Board and that fees of SEK 225,000 would be paid to each of the other Board members, apart from those that are employed by the company.
- That fees of SEK 50,000 will be payable to the Chairman of the Board for work in the remuneration committee or audit committee, and that fees of SEK 30,000 will be payable to each of the other Board members.
- that fees to Auditors would be paid according to approved account.
- to re-elect Bo Elisson, Anders Ilstam, Ulrika Hagdahl, Maria Khorsand and Christer Öjdemark as Board members
- to elect Johan Wester as new member of the Board
- to re-elect Anders Ilstam as Chairman of the Board.
- to adopt the following guidelines for remunerating senior managers. Senior managers mean the group management including the CEO. Guidelines for remuneration also apply to directors' compensation for work undertaken outside their directorship. The proposal is designed to enable Beijer Electronics to offer market remuneration that can attract and retain skilled employees to the corporate management in a global perspective.
− Remuneration issues are considered by the Remuneration Committee and submitted to the Board of Directors for decision each year. Total remuneration includes basic salary and performance-related pay, consisting of a yearly and a long-term component. Pension and other customary benefits are additional.
− Basic salary, which is individually set and differentiated on the basis of individual responsibilities and performance, is determined on the basis of market principles and reviewed yearly.
− The performance-related component is based on the achievement of predetermined goals. These goals relate to the company's profit performance and other key change goals. For the CEO and other senior managers, the yearly performance-related component may be a maximum of six months' salary, and the long-term performance-related component may be a maximum of 20-40 per cent of basic salary.
− The CEO's pension is defined contribution and becomes due at age 65. Defined contribution pension agreements on market terms are in place for other senior managers.
− If the CEO's employment is terminated by Beijer Electronics, the CEO has a 12-month notice period. No other remuneration upon termination has been agreed. If other senior managers' employment is terminated by the company, a notice period of a maximum of 12 months has been agreed, for all senior managers apart from one, who has a six-month notice period and nine months' severance pay.
− Board members who carry out work on behalf of Beijer Electronics outside the terms of their directorship are entitled to receive consulting fees at market rates.
− The Board of Directors is entitled to depart from the guidelines resolved by the AGM if there are special circumstances in individual cases.
- to authorize the Board of Directors to decide to increase the company’s share capital by a maximum of SEK 635,334 through the new issue of a maximum of 1,906,002 shares on one or more occasions before the next AGM. The proposal means that the Board of Directors would be authorized to decide on the new share issue with stipulations on issue in kind, set-off or subject to other terms stated in Chap. 13 § 5 para. 1 cl. 6p of the Swedish Companies Act, and waiving shareholders’ preferential rights. The Board of Directors will be entitled to stipulate other terms for the share issue, including issue price, which however, shall be based on market terms. The resolution also included authorization for the company’s Chief Executive Officer to make the minor alterations to AGM resolutions that may be necessary in tandem with registering resolutions at the Swedish Companies Registration Office.
All resolutions were passed with the requisite majority.
The Board of Directors
Beijer Electronics AB (publ)
Malmö, Sweden, April 22, 2015
Beijer Electronics is a fast growing technology company with extensive experience of industrial automation and data communication. The company develops and markets competitive products and solutions that focus on the user. Since its start-up in 1981, Beijer Electronics has evolved into a multinational group present in 19 countries and sales of 1,402 MSEK 2014. The company is listed on the NASDAQ OMX Nordic Stockholm Small Cap list under the ticker BELE. www.beijerelectronics.se