The 2020 annual general meeting in Ferronordic AB (publ) will be held in Stockholm 25 June 2020. Notice to the meeting will be made in accordance with the articles of association on or around 28 May 2020.
Shareholders that wish to have a matter dealt with at the meeting can make proposals to the Ferronordic’s Board at the following address:
114 34 Stockholm
To be included in the notice and the agenda for the AGM, proposals must have been received by the company no later than 14 May 2020.
Previous General Meetings
The AGM on 14 May 2019 adopted the following principles concerning Ferronordic’s nomination committee.
The Nomination Committee consists of four members.
The chairman of the Board shall at the end of the third quarter 2019 contact the four largest identified shareholders and encourage them to appoint their representatives for the Nomination Committee. Shareholders who are employees of the Group are in this respect regarded as one shareholder.
If a shareholder elects not to appoint a representative, the right to appoint a member passes to the next largest shareholder (provided such shareholder has not already appointed or is entitled to appoint a member). If a member resigns, the shareholder appointing the resigning member shall be asked to appoint another member. The chairman of the Nomination Committee shall be the member appointed by the largest shareholder (unless the Nomination Committee agrees 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 to make proposals for the AGM regarding:
election of chairman for the AGM,
number of Board members,
election of the Board and the chairman of the Board,
election of auditor (in cooperation with the Board’s audit committee),
remuneration of the Board, the Board’s committees and the auditor,
the Nomination Committee for the next AGM.
The mandate of the Nomination Committee is valid until a new Nomination Committee has been constituted. In case of material ownership changes during the mandate period, the Nomination Committee shall ensure that a new large shareholder is represented in the Nomination Committee.
The constitution of the Nomination Committee shall be announced not later than six months before the AGM.
The members of the Nomination Committee receive no compensation from the company but are entitled to reimbursement for reasonable expenses.
The Nomination Committee for the 2020 AGM consists of the following persons:
Jan Dworsky, representing Swedbank Robur;
Per-Olof Eriksson, representing Ferronordic employees;
Fredrik Liedholm, representing Scandsib Holding; and
- Jörgen Olsson (chairman), representing Skandinavkonsult i Stockholm AB
Proposals to the nomination committee can be addressed to Henrik Carlborg, e-mail: firstname.lastname@example.org
The proposals of the nomination committee are usually made public in connection with the notice of the AGM, at the latest.
Policy on Remuneration to Senior Executives
The AGM on 14 May 2019 established the following guidelines concerning remuneration to senior executives.
These guidelines concern remuneration and other employment terms for Ferronordic’s management. The guidelines apply to employment contracts made after the approval of these guidelines by the meeting and to amendments to existing agreements made thereafter.
Remuneration to executives is based on current market terms on the markets where Ferronordic operates. Remuneration shall also be competitive in order 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 roubles or other local currencies, 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 are paid upon fulfilment of pre-determined and measurable performance criteria, primarily based on the development of the Group as a whole, and/or the part of the group’s business that the executive is responsible for. Variable salary for the CEO shall not exceed 100% of the fixed salary. Variable salary for other executives shall not exceed 50% of the fixed salary. Exceptions are permitted for executives whose duties predominantly consist of sales, for whom the variable salary shall 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, 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 pension levels.
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:
1) preparing the Board’s decisions on issues concerning principles of remuneration, remuneration and other terms of employment for executives,
2) monitoring and evaluating ongoing and during the year ended programs for variable remuneration,
3) monitoring and evaluating the application of these guidelines, and
4) monitoring and evaluating current remuneration structures and remuneration levels in the Group.
The Remuneration Committee prepares and the Board resolves on:
1) remuneration and employment terms of the CEO,
2) principles for remuneration for the other executives (including pension and severance pay).
The Remuneration Committee also reviews and recommends to the Board share-based 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 in individual cases.
Earlier decisions on remuneration not due at the time of the AGM’s consideration of these guidelines
Remuneration approved but not due at the time of the AGM 2019 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 AGM on 14 May 2019, KPMG AB was re-elected auditor of Ferronordic until the end of the next AGM. 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.