Election of Board of Directors
The Meeting resolved to re-elect as members of the Board Peter Nilsson, Viveka Ekberg, Sonat Burman-Olsson, Anette Frumerie and Per Bertland and new elections of Marcus Hedblom and Staffan Pehrson. John Hedberg and Bent Johannesson have declined re-election. Peter Nilsson was re-elected as Chairman of the Board.
Election of Auditor
The Meeting resolved to re-elect the audit firm Deloitte AB as the Company's auditor for the period until the end of the next Annual General Meeting.
Adoption of the Income Statement and the Balance Sheet and resolution regarding discharge from liability
The Meeting adopted the Company's and the Group's income statements and balance sheets and discharged the Board members and the CEO from liability for the financial year 2019.
In accordance with the Board's proposal, the Meeting resolved on a dividend of SEK 1.75 per share distributed half-yearly which the first dividend of SEK 0.88 per share with record date 4 May and second dividend of SEK 0.87 per share with record date 2 November 2020.
Authorisation for the Board to resolve on transfer of treasury shares
The Meeting authorised the Board to resolve on transfer of treasury shares on one or several occasions during the period up to the Annual General Meeting. Transfer may be made of maximum the number of shares held by the company at the time of the Board’s resolution on transfer. Transfer may take place with deviation from the shareholders' preferential rights at Nasdaq Stockholm as well as to a third party in connection with the acquisition of a company or business. Payment for shares transferred shall be made in cash, by contribution in kind or by set-off. Transfer in connection with the acquisition of a company may take place at a market value appraised by the Board. The purpose of the authorisation is to finance acquisitions by utilisation of the company's treasury shares.
Fees to the Board, the Auditor and the Board’s committees
The Meeting resolved the fees to the Board kept unchanged as follows: The fee to the Chairman of the Board shall amount to SEK 856,000 and the fee to each of the other Board members elected by the Annual General Meeting shall amount to SEK 391,250. The fee to each of the ordinary employee representatives shall amount to SEK 26,250. The total fee for the ordinary work of the Board amounts to SEK 3,256,000.
The Meeting resolved that the fees to the Board’s committees shall be as follows:
The Chairman of the Audit Committee shall receive a fee of SEK 102,000 and each of the other members shall receive a fee of SEK 51,000. The Chairman of the Remuneration Committee shall receive a fee of SEK 61,000 and each of the other members shall receive a fee of SEK 31,000. The total fee for the services of the Audit Committee and the Remuneration Committee shall not exceed SEK 296,000.
The Meeting resolved that the Auditor’s fee shall be paid in accordance with approved account.
The Meeting resolved on a procedure for the Nomination Committee meaning that the three largest shareholders shall each nominate a member to the Nomination Committee. In addition, the Chairman of the Board shall be a member of the Nomination Committee.
Guidelines for remuneration to senior executives
The Meeting resolved on guidelines for remuneration to senior executives in accordance with the Board's proposal. The remuneration shall comprise fixed salary, short and long-term cash based variable remuneration, pension and other benefits. The qualification period for the criteria for awarding variable cash remuneration shall be measured over a period of one or several years. The variable cash remuneration may not exceed 120% for the CEO and 100% for other senior executives during the measurement period for such criteria. For all company senior executives (who are not included in the collectively bargained pension benefit, ITP), a pension premium on the fixed cash salary may not exceed 30%. Variable cash remuneration shall not qualify for pension benefits.
Senior executives whose employment are terminated at the initiative of the company have a notice period of not more than 12 months. The notice period is generally six months if the employment is terminated at the initiative of the employee.
Call option plan for senior executives
The Meeting resolved to introduce a call option plan for senior executives in the Lindab Group (the "Call Option Plan") through a directed issue of maximum 275,000 call options under the Call Option Plan. Senior executives within the Lindab Group shall have the right to participate in the Call Option Plan and shall be divided into two different categories: Lindab’s CEO shall have the right to acquire up to 100,000 call options. Other members in Lindab’s Global Management team shall have the right to acquire up to 25,000 call options each. Senior executives who are not employed by the Lindab Group at the time of the Annual General Meeting but have commenced their employment within the Lindab Group no later than 31 August 2020 shall be entitled to participate in the Call Option Plan.
The objective of the plan, and the reason for deviating from the shareholders’ preferential rights, is to strengthen the link between the work of senior executives and certain key employees and created shareholder value. By that means, it is considered that there will be an increased alignment of interests between the senior executives and the shareholders of Lindab.
Resolution regarding amendment of the Articles of Association
The Meeting resolved on amendments to the Articles of Association due to legislative changes and expected legislative changes.