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10-04-28 regulatory

News release from the 2010 Annual Meeting of shareholders of G & L Beijer AB

Today, 28 April 2010, G & L Beijer AB (publ) held its Annual Meeting of shareholders for the 2009 financial year. The Annual Meeting adopted the profit and loss account and balance sheet for the parent company and the Group. The Board Members and the Managing Director were discharged from liability.

The Annual Meeting endorsed the Board of Directors’ proposal for a dividend of SEK 6.50 per share and 3 May 2010 as the record day. The dividend is expected to be remitted by Euroclear Sweden AB on 6 May 2010.

In his speech at the Annual Meeting, The Managing Director of G & L Beijer, Joen Magnusson, gave an account of the company’s operations during 2009 and for the first quarter of 2010. He stated that the first quarter had been strong with improved sales and results.

In addition, the Annual Meeting of shareholders passed the following resolutions:

• that the lawyer Johan Sigeman is appointed Chairman of the Annual Meeting.
• that the Board Members will be seven and that no Deputy Board Members will be elected.
• that the Directors’ fees will be SEK 985,000. The Chairman will receive SEK 340,000 and the Board Members who are not employed in the company or within the Carrier Group will receive SEK 215,000 each.
• that the remuneration of the Auditors will be paid in accordance with the submitted quotation.
• that Peter Jessen Jürgensen, Anne-Marie Pålsson, Bernt Ingman, Joen Magnusson, Philippe Delpech and William Stribe are re-elected as Board Members. The Annual Meeting also resolved that Harald Link is elected as a Board Member and that Peter Jessen Jürgensen is appointed Chairman of the Board.
• that the public accounting firm, PricewaterhouseCoopers, is appointed as the company’s auditor for the remaining time period until the end of the 2012 Annual Meeting of shareholders with the Authorised Public Accountant, Mikael Eriksson, in charge until further notice.
• that the company shall have an Election Committee consisting of one representative of each of the company’s three largest shareholders together with the Chairman of the Board. When the composition of the Election Committee is decided, the conditions on the last banking date in August 2010 shall determine who are the largest owners. If any of the three largest shareholders refrains from appointing a Member, the right shall be passed on to the owner who is next in size. The names of the Members, including the Chairman, and the shareholders who have appointed them shall be announced as soon as possible and not later than six months prior to the 2011 Annual Meeting of shareholders, when the following shall apply:
- The Members of the Election Committee shall appoint the Chairman of the Election Committee who must not be a Board Member.
- No special remuneration shall be paid for the work in the Election Committee.
- A shareholder who has appointed a Member of the Election Committee may remove the Member and appoint a new Member and, when required, replace a Member who has left the Election Committee before the work has been completed. If a Member no longer represents one of the three largest owners, such a Member can resign, if the Election Committee finds it appropriate, and a replacement can be appointed by the owner who has by then become the third largest owner.
- Changes in the composition of the Election Committee, if any, shall be announced as soon as they have been made.
- The Election Committee shall work out proposals to be placed before the 2011 Annual Meeting of shareholders for resolutions on the following matters: (a) Chairman of the Annual Meeting of shareholders, (b) Board of Directors, (c) Chairman of the Board, (d) Directors’ fees, (e) remuneration of the company’s Auditors and (f) rules for the appointment of the Election Committee ahead of the 2012 Annual Meeting of shareholders.

• that the guidelines for the remuneration and other terms of employment for senior executives are adopted as follows: By senior executive is meant the Managing Director, the Chief Financial Officer and the Head of Beijer Ref. The remuneration shall consist of a fixed salary, a variable salary, a pension and other remuneration such as a company car. The total remuneration shall be on market terms and support the interest of the shareholders by enabling the company to attract and retain senior executives. The fixed salary is renegotiated annually and takes into account the area of responsibility, competence, performance and experience of the individual. The variable part of the salary is based on qualitative and quantitative target fulfilment. The individual will receive a maximum amount equivalent to one months’ salary. On the maximum outcome, the total cost for the variable portion of the salary is estimated to amount to SEK 1,000,000. The Executive Management’s pension scheme is contribution-based. An amount equivalent to 26 per cent of the gross salary, including variable salary, is appropriated annually for the Managing Director, and to an amount of up to 24 per cent of the gross salary, including variable salary, for the other Members of the Executive Management. Severance pay of not more than 24 months’ salary will be paid to the Managing Director. Severance pay to the other Members of the Executive Management varies and amounts to not more than 24 months’ salary including salary at notice. The Executive Management can give six months’ notice of termination. Notice of termination by the Managing Director or other senior executives does not trigger any severance pay. The Board of Directors prepares matters of remuneration and other terms of employment for the Executive Management and the Board of Directors as a whole constitutes the Remuneration Committee. The Managing Director does not participate in the work. The Board of Directors may abandon these guidelines if there are specific reasons for it in an individual case.

• that Para 10, subpara one, of the Articles of Association relating to the way of giving notice of a meeting of shareholders is amended as follows: Notice shall be made through an advertisement in Post- och Inrikes Tidningar and on the company’s website. The fact that notice has been given shall be advertised in Dagens Industri. In addition, the Board of Directors proposes that the resolution by the Annual Meeting regarding amendment of to the Articles of Association shall be conditional on an amendment to the Companies Act’s (SFS 2005:551) rules relating to the way of notice having come into force, which means that the proposed wording of Para 10, subpara one above is compatible with the Companies Act.