On our corporate governance pages you can find information about our general meetings, nomination committee, board of directors, executive management and other corporate governance related information.
The AGM in Ferronordic Machines AB (publ) will be held in Stockholm on 14 May 2019.
Shareholders have the right to have a matter dealt with at the AGM provided that a request therefor has been received by the Board no later than 2 April 2019. The request shall be addressed to the Board but be sent to:
Ferronordic Machines AB (publ)
Att: Henrik Carlborg
114 34 Stockholm
Previous General Meetings
The AGM on 27 April 2018 adopted the following principles concerning Ferronordic’s nomination committee.
The nomination committee shall consist of four members. The chairman of the Board shall in connection with the end of the third quarter 2018 contact the four largest shareholders in the company and encourage them to appoint their respective representatives for the nomination committee. Shareholders who are employed by the group shall in this respect be regarded as one shareholder. If a shareholder chooses not to appoint a representative, the right to appoint a member of the nomination committee shall transfer to the next largest shareholder (provided such shareholder has not already appointed or is entitled to appoint a member of the nomination committee). If a member of the nomination committee resigns, the shareholder appointing the resigning member shall be asked to appoint another member of the nomination committee.
The chairman of the nomination committee shall be the member appointed by the largest shareholder, unless the nomination committee does not agree otherwise.
The nomination committee shall act in the interest of all shareholders. The duties of the nomination committee shall include to evaluate the Board’s constitution and work, and make proposals for the AGM:
The mandate of the nomination committee is valid until a new nomination committee has been constituted. In case of material changes in the owners during the mandate period, the nomination committee shall ensure that a new large shareholder is given representation in the committee.
The members of the nomination committee do not receive compensation from the company but are entitled to reimbursement for reasonable expenses.
The nomination committee ahead of the 2019 AGM consists of Jörgen Olsson, representing Skandinavkonsult i Stockholm AB, Tom Jörning, representing Scandsib Holdings Ltd, Per-Olof Eriksson, representing shareholders who are employees of the Group, and Gustaf Lindskog, representing Man GLG Partners LP.
Proposals from shareholders to the nomination committee can be addressed to Henrik Carlborg, e-mail: email@example.com
The proposals of the nomination committee will be made public in connection with the notice of the AGM, at the latest.
Policy on Remuneration to Senior Executives
The AGM on 27 April 2018 established the following policy regarding remuneration to senior executives.
These guidelines concern remuneration and other terms of employment for the Ferronordic’s executive management. The guidelines apply to employment agreements made after the approval of these guidelines by the meeting and to amendments to existing employment agreements made thereafter.
Remuneration to executives shall be based on market terms in the markets where Ferronordic operates and the environment in which the individual executive is working. In addition, remuneration shall be competitive in order to enable Ferronordic to attract and retain competent executives.
Fixed salaries are established individually based on the criteria specified above, as well as the individual executive’s areas of responsibility and performance. For expatriates with salaries in rubles the fixed salaries can be adjusted to reflect changes in fore exchange rates.
Executives may receive variable salaries in addition to fixed salaries. Variable salaries shall be paid upon fulfilment of predetermined and measurable performance criteria, primarily based on the development of the group as a whole and/or the development of the part of the group’s operations for which the individual in question is responsible. As regards the CEO, the variable salary may not exceed 100% of the fixed salary. As regards other executives, the variable salary may not exceed 50% of the fixed salary. Exceptions are permitted for executives whose duties predominantly consist of sales, for whom the variable salary may not exceed 200% of the fixed salary.
Executives are entitled to customary non-monetary benefits such as company cars and company health insurance. In addition to these benefits company housing and other benefits can be offered on an individual basis, such housing allowances and school/kindergarten allowances for expatriates.
In addition to those pension benefits that executives are entitled to according to law, executives may be offered pension benefits that are competitive in the country where the individual in question is or has been a resident or to which the individual has a relevant connection. Pension plans shall be defined contribution plans without guaranteed level of pension.
Severance pay shall not exceed 12 months.
The Board’s preparation and decision-making on issues concerning remuneration and other terms of employment
The Remuneration Committee is responsible for
The Remuneration Committee prepares and the Board resolves on:
The Remuneration Committee is further responsible for reviewing and recommending to the Board share-related incentive programs to be decided by the AGM.
Authority to decide on deviations from these guidelines
The Board may deviate from these guidelines if there are specific reasons to do so in an individual case.
Information on earlier decisions on remuneration that has not become due for payment at the time of the annual general meeting’s consideration of these guidelines
Decisions on remuneration that will not have become due the time of the AGM 2018 fall within the frames of these guidelines.
The board of directors has decided that the audit committee shall consist of Annette Brodin Rampe, Magnus Brännström, Håkan Eriksson (chairman) and Staffan Jufors. Independent and qualified member is Magnus Brännström. All members are independent of the company and management. Except for Håkan Eriksson, all member are independent of the larger shareholders. The audit committee shall ensure the quality of the financial statements, maintain ongoing contacts with the auditors, monitor the independence and objectivity of the auditors, in corporation with the nomination committee prepare the election of the auditors, monitor the internal control of the Ferronordic Machines Group, as well as dealing with other related matters.
The board of directors has decided that the remuneration committee shall consist of Annette Brodin Rampe, Magnus Brännström, Håkan Eriksson and Staffan Jufors (chairman). All members are independent of the company and the management. Except for Håkan Eriksson, all members are independent of the larger shareholders.
At the annual general meeting on 27 April 2018, the auditing company KPMG AB was re-elected as auditor of Ferronordic until the end of the next annual general meeting. Auditor in charge is authorized accountant Mattias Lötborn. KPMG and Mattias Lötborn do not perform any services that could bring their independence into question. Nor have the services performed by the auditors for Ferronordic over and above the auditing services altered this opinion.