Regulatory News:
The shareholders in Alfa Laval AB (publ) are hereby given notice
to attend the Annual General Meeting held on Thursday 23 April 2015
at 4.00 p.m. CET at Sparbanken Skåne Arena, Klostergårdens
idrottsområde, Stattenavägen, Lund, Sweden. Registration for the
meeting begins at 3.30 p.m. CET. After the meeting, refreshments
will be served.
Program for shareholders
In connection with the meeting, there will be an opportunity to
view the production of plate heat exchangers at the facility in
Lund. The tour begins with a gathering at Sparbanken Skåne Arena,
not later than 1.30 p.m. Buses will then transport the visitors to
the production facility and afterwards back to the premises at
which the meeting will be held. The number of visitors on the tour
is limited, and a notification of participation in the tour shall
be made in connection with the notification of participation in the
Annual General Meeting.
1.30 p.m. The buses depart from Sparbanken Skåne Arena to the
Alfa Laval production facility in Lund
3.00 p.m. Coffee is served adjacent to the premises at which the
meeting is held
3.30 p.m. Registration for the Annual General Meeting begins
4.00 p.m. The Annual General Meeting is opened
Right to participate
A shareholder who wishes to participate in the meeting and have
the right to vote shall
· be registered in the share register maintained by Euroclear
Sweden AB on Friday 17 April 2015, and
· notify its participation to Alfa Laval AB – together with any
advisors (though not more than two) – not later than on Friday 17
April 2015, preferably before 12.00 p.m.
In addition, a shareholder whose shares are nominee-registered
must temporarily have its shares registered in its own name in the
share register maintained by Euroclear Sweden AB in order to be
entitled to participate in the meeting. Such temporary ownership
registration shall be executed by Friday 17 April 2015. This means
that the shareholder must notify the nominee in ample time prior to
that date.
Notification
Notification to participate in the meeting can be made
· by mail: Alfa Laval AB, Juridik, P.O. Box 73, SE-221 00 LUND,
Sweden,
· by e-mail: arsstamma.lund@alfalaval.com,
· by fax: +46 46 36 71 87,
· on the website: www.alfalaval.com, or
· by telephone +46 46 36 74 00 or +46 46
36 65 00.
The notification shall include name, personal or corporate ID
number, address and telephone number as well as information of any
advisors (though not more than two). The notification shall also
include any wish to participate in the tour of the production
facility. A proxy for a shareholder shall, at the meeting at the
latest, present the original copy of a dated proxy form in writing.
The proxy form may at the time of the meeting not be older than one
year, if not the limitation stated in the proxy is longer (not more
than five years). A proxy form can be obtained from Alfa Laval AB,
Juridik, P.O. Box 73, SE-221 00 LUND, Sweden and is also available
at the Company’s website, www.alfalaval.com. In addition, a proxy
or a representative of a legal entity shall submit a certificate of
registration no later than at the meeting. To facilitate the
registration, the proxy form and, if applicable, the certificate of
registration shall be sent (although not electronically) to Alfa
Laval AB in connection with the notification. Alfa Laval AB will,
on Monday 20 April 2015 at the earliest, dispatch an entrance card
to be produced at the registration as a confirmation of the
notification.
Proposed agenda
1. Opening of the meeting.
2. Election of a Chairman for the meeting.
3. Preparation and approval of the voting register.
4. Approval of the agenda for the meeting.
5. Election of one or two persons to attest the minutes.
6. Determination whether the meeting has been duly convened.
7. Statement by the Managing Director.
8. Report on the work of the Board of Directors and the
Committees of the Board of Directors.
9. Presentation of the annual report and the Auditor’s report,
as well as the consolidated annual report and the Auditor’s report
for the group, and the Auditor’s report regarding compliance with
the guidelines for compensation to senior management adopted at the
2014 Annual General Meeting.
10. Resolution on
(a) the adoption of the income statement and the balance sheet
as well as the consolidated income statement and the consolidated
balance sheet;
(b) allocation of the Company’s profit according to the adopted
balance sheet, and record date for distribution of profits; and
(c) discharge from liability for members of the Board of
Directors and the Managing Director.
11. Report on the work of the Nomination Committee.
12. Determination of the number of members of the Board of
Directors and deputy members of the Board of Directors to be
elected by the meeting as well as the number of Auditors and deputy
Auditors.
13. Determination of the compensation to the Board of Directors
and the Auditors.
14. Election of Chairman of the Board of Directors, other
members of the Board of Directors and deputy members of the Board
of Directors, Auditors and deputy Auditors.
15. Resolution on guidelines for compensation to senior
management.
16. Resolution on the Nomination Committee.
17. Closing of the meeting.
Proposed resolutions
Item 2
The Nomination Committee proposes that the Chairman of the Board
of Directors Anders Narvinger is appointed Chairman of the 2015
Annual General Meeting.
Item 10 (b)
The Board of Directors proposes a distribution of profits in an
amount of SEK 4 per share for 2014. Monday 27 April 2015 is
proposed as record date for the right to distribution of profits.
If the meeting resolves in accordance with this proposal, Euroclear
Sweden AB is expected to pay the distribution on Thursday 30 April
2015.
Item 12–14
The Nomination Committee proposes as follows:
Item 12: The number of members of the Board of Directors to be
elected by the meeting is proposed to be nine with no deputies.
Both the number of Auditors and the number of deputy Auditors are
proposed to be two.
Item 13: The compensation to the Board of Directors is proposed
to be a total of SEK 4,850,000 (SEK 4,575,000) to be distributed
among the members of the Board of Directors who are elected by the
meeting and not employed by the Company as follows:
SEK 1,350,000(SEK 1,250,000) · Chairman of the Board of
Directors SEK 500,000(SEK 475,000) · Other members of the Board of
Directors
In addition to the proposed compensations to the members of the
Board of Directors who are elected by the meeting and which are not
employed by the Company, it is also proposed that the compensations
mentioned below shall be distributed to the members who are
Chairman or member of the Committees mentioned below. The proposed
compensations are as follows:
Extra amount for the Chairman of SEK 150,000 (SEK 150,000) the
Audit Committee Extra amount for the other SEK 100,000 (SEK
100,000) members of the Audit Committee Extra amount for the
Chairman of SEK 50,000 (SEK 50,000) the Remuneration Committee
Extra amount for the other SEK 50,000 (SEK 50,000) members of the
Remuneration Committee
Bracketed figures refer to compensation for 2014.
The Nomination Committee proposes, provided that it is
cost-neutral for Alfa Laval AB and after a written agreement
between Alfa Laval AB and a (Swedish) limited liability company
which is wholly-owned by a board member, that Alfa Laval AB may
approve that the board fee is invoiced by the company wholly-owned
by the board member. In such case, the invoiced fee shall be
increased with an amount corresponding to social security payments
pursuant to law and value added tax pursuant to law.
Compensation to the Auditors is proposed to be paid as per
approved invoice.
Item 14: Members of the Board of Directors Gunilla Berg,
Arne Frank, Ulla Litzén, Anders Narvinger, Finn Rausing, J�rn
Rausing, Ulf Wiinberg and Lars Renstr�m are proposed to be
re-elected. Bj�rn Hägglund has declared that he declines
re-election.
Margareth Øvrum is proposed to be elected as new member of the
Board of Directors. Margareth Øvrum is 57 years old and a member of
the Executive Committee of Statoil ASA since 2004. Margareth Øvrum
is a Norwegian citizen with a Master of Science in Technical
Physics from Norwegian University of Technology (NTH) in Trondheim.
Margareth Øvrum has, before assuming her current position as
Executive vice president Technology, Projects and Drilling, for 38
years held a number of senior positions within Statoil in the field
of technology, projects, production, maintenance, health, security,
environment and purchase and other companies in the oil and gas
industry. All positions have been held in Norway. Margareth Øvrum
has vast experience of board work from a number of large companies
and institutions, e.g. Storebrand ASA, Ratos AB, Bergens
University, Elkem AS, Siemens Norge and Norwegian Research Council.
She is currently a member of the Board of Directors of Atlas
Copco.
The Nomination Committee proposes that Anders Narvinger shall be
appointed Chairman of the Board of Directors. Should Anders
Narvinger’s assignment as Chairman of the Board of Directors end
prematurely, the Board of Directors shall appoint a new
Chairman.
Information on all members proposed to the Board of Directors
and a report on the Nomination Committee’s work is available at
Alfa Laval AB’s website, www.alfalaval.com and will also be
available at the meeting.
The Nomination Committee proposes that the authorised public
accountants Helene Willberg and Håkan Olsson Reising are re-elected
as the Company’s Auditors for the forthcoming year, thus for the
time up to the end of the 2016 Annual General Meeting. The
Nomination Committee also proposes that the authorised public
accountants David Olow and Duane Swanson are re-elected as the
Company’s deputy Auditors for the forthcoming year, thus for the
time up to the end of the 2016 Annual General Meeting.
Item 15
The Board of Directors proposes that the meeting adopts a
resolution on the following guidelines for compensation to senior
management:
1. Scope
The term senior management refers to the Managing Director and
the group management. These guidelines apply to employment
contracts for members of the senior management entered into
following the adoption of these guidelines by the meeting, and to
amendments to existing employment contracts for senior management
made thereafter. The Board of Directors has the right to deviate
from the guidelines where special cause exists therefore in an
individual case. Special cause may, e.g., be that it must be
possible to offer to members of the senior management who reside
outside Sweden terms which are competitive in their country of
residence.
2. The main principle and how compensation matters are
prepared
The main principle for the guidelines is that Alfa Laval AB
shall offer compensation on market terms so that the Company can
attract and retain a competent senior management. The Board of
Directors has established a Committee within the Board, with the
tasks of preparing matters regarding the guidelines for
compensation for the senior management, which shall be resolved
upon by the Annual General Meeting, as well as to the Board of
Directors propose remuneration and employment provisions for the
Managing Director. The Board of Directors shall resolve on matters
regarding remuneration and employment provisions for the Managing
Director following preparation by the Remuneration Committee. The
Committee shall resolve on matters regarding remuneration and
employment provisions for senior management which reports directly
to the Managing Director. The Committee shall continuously report
to the Board of Directors.
3. Fixed compensation
The fixed salaries shall be revised annually and shall be based
upon the competence and areas of responsibility of each
individual.
4. Variable compensation
The variable compensation comprises (i) an individual annual
variable compensation, and may also, as a supplement, include (ii)
a long-term incentive program.
(i) The individual annual variable compensation may be between
30 and 60 percent of the fixed compensation, depending on position.
The outcome depends on the degree of fulfilment of, in particular,
financial targets, and to a more limited extent also on
qualitative targets.
(ii) The long-term incentive program directed to not more than
85 of the Company’s top executives, including the senior
management, is intended to be a supplement to the individual annual
variable compensation. It is the Board of Directors’ proposal to
implement a long-term incentive program also in 2015, on terms
similar to those of the current programs. The long-term incentive
program for 2015 is, just as the long-term incentive programs for
2012, 2013 and 2014, a cash-based program connected to the
Company’s earnings per share, taking possible acquisitions of the
Company's own shares into account. The long-term incentive program
for 2015 will run for three years. The proposed program may
generate up to a maximum of 75 percent in total of the
participants’ individual annual variable compensation over a period
of three years. Payment to the participants of the program will be
made after three years, provided, however, that they are still
employees at that time.
The Board of Directors may consider to propose the meeting a
share or share price-related program for the senior management.
5. Pension benefits
A detailed description of current pension schemes for the senior
management is available in note 6 of the Annual Report for
2014.
Early retirement is offered selectively and only after
a special decision by the Remuneration Committee. As from
2006, a premium based early retirement scheme with a premium of 15
percent of the pensionable income is offered.
For old‑age pension, in addition to the ITP benefits, a premium
based scheme, with a premium of 30 percent of the pensionable
income above 30 basic amounts is being offered since 2006. Members
of the senior management also have a special family pension which
fills the gap between the old-age pension and the family pension
according to the ITP plan. In addition, they have the opportunity
to allocate salary and bonus to a temporary old-age and family
pension.
6. Non-monetary benefits
Members of the senior management have the right to normal
non-monetary benefits, such as company car and healthcare benefits.
In certain cases, Alfa Laval AB can also arrange for a residence
supplied by the Company.
7. Dismissal and severance pay
Should Alfa Laval AB dismiss a member of the senior management,
the compensation during the notice period and the severance pay may
be an amount corresponding to a maximum of two yearly
salaries.
Item 16
The current Nomination Committee consists of J�rn Rausing –
Tetra Laval, Claes Dahlbäck – Foundation Asset Management, Lars-Åke
Bokenberger – AMF-Pension, Jan Andersson – Swedbank Robur fonder
and Ramsay Brufer – Alecta as well as the Chairman of the Board of
Directors Anders Narvinger. J�rn Rausing is Chairman of the
Nomination Committee.
The Nomination Committee proposes that the Annual General
Meeting adopts the following resolution regarding the Nomination
Committee, to be valid until a new instruction is adopted:
that there shall be a Nomination Committee to prepare and
present proposals to the shareholders at the Annual General Meeting
regarding the election of Chairman of the Annual General Meeting,
Chairman of the Board of Directors, members of the Board of
Directors and, where applicable, Auditors as well as compensation
to the Board of Directors and the Auditors;
that the Nomination Committee shall be appointed annually and
consist of representatives of the, with Euroclear Sweden AB, five
largest directly registered shareholders or another larger
shareholder of which the Company has knowledge (“Largest
Shareholders”) at the end of the third quarter. The majority of the
Nomination Committee’s members may not be members of the Board of
Directors. The members of the Nomination Committee shall be
appointed as follows. The Chairman of the Board of Directors shall
annually, at the end of the third quarter, contact the Largest
Shareholders of the Company, who shall have the right to appoint
one member each of the Nomination Committee. In addition to such
owner representatives, the Nomination Committee may decide that the
Chairman of the Board of Directors shall form part of the
Nomination Committee. If any of the Largest Shareholders choose to
waive their right to appoint a member of the Nomination Committee,
or otherwise may be considered to have waived such right, the next
shareholder, in order of priority, shall be offered the opportunity
to appoint a member of the Nomination Committee whereby no more
than a total of eight shareholders need to be asked unless this is
required for the Nomination Committee to consist of at least three
members. Should a member resign from the Nomination Committee
before its work is completed, the shareholder who appointed such
member shall have the right to appoint a substitute. The Chairman
of the Nomination Committee shall be a shareholder representative
who at the same time may be a member of the Board of Directors.
However, the Chairman of the Board of Directors shall not be the
Chairman of the Nomination Committee. The Chairman of the Board of
Directors shall, as part of the Nomination Committee’s work, inform
the Nomination Committee of such circumstances relating to the
Board of Directors’ work and need for specific competence etc.
which may be of importance for the work of the Nomination
Committee. Individual shareholders shall have the right to submit
proposals to the Nomination Committee regarding members of the
Board of Directors for further evaluation within the work of the
Nomination Committee;
that an appointed Nomination Committee shall remain until a new
Nomination Committee has been constituted. Should a shareholder who
is represented in the Nomination Committee substantially decrease
its shareholding and no longer be qualified for a post in the
Nomination Committee, such shareholder’s representative shall,
where the Nomination Committee so decides, be dismissed and another
of the Company’s shareholders be offered to appoint a member in his
or her place, in accordance with what is stated above;
that information on the composition of the Nomination Committee
shall be announced in the Company’s third-quarter interim report
and on the Company’s website not later than six months prior to the
Annual General Meeting;
that no compensation shall be paid to the members of the
Nomination Committee;
that the Nomination Committee shall be entitled to charge the
Company for costs of recruitment consultants, where so deemed
necessary to obtain a suitable selection of nominees for the Board
of Directors;
that the Nomination Committee shall report its work at the
Annual General Meeting; and
that the Nomination Committee, prior to an Annual General
Meeting, shall take position on whether the Nomination Committee
finds it required to propose amendments in the instruction set
forth above and in such case, submit a proposal to the Annual
General Meeting for decisions regarding such amendments.
Available documents
The annual report, the Auditors’ report, the Board of Directors’
reasoned statement regarding the proposed distribution of profits
under item 10 (b), the Auditors’ report regarding compliance with
the guidelines for compensation to senior management adopted at the
Annual General Meeting held in 2014 and complete proposals for all
other resolutions as set out above will be held available for the
shareholders at Alfa Laval AB on 2 April 2015 at the latest. Copies
of the documents will be sent to shareholders who so request and
state their postal address. The documents will also be held
available on the Company’s website, www.alfalaval.com no later than
on the above-mentioned date. The Nomination Committee’s proposal
and reasoned statement is available on the Company’s website,
www.alfalaval.com.
Number of shares and votes in the Company
At the date of this notice, the total number of shares and votes
in the Company is 419,456,315. All shares are of the same class.
The Company itself holds no shares in the Company.
Information at the Annual General Meeting
The Board of Directors and the Managing Director shall, if any
shareholder so requests, and if the Board of Directors considers
that this can be done without significant harm for the Company,
give information on circumstances that can affect the judgement of
an item on the agenda, circumstances that can affect the assessment
of the financial situation of the Company or its subsidiaries and
the Company’s relationship with another group company.
__________________________
Lund, March 2015
ALFA LAVAL AB (publ)
The Board of Directors
This information was brought to you by Cision
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Alfa LavalPhone: +46 46 36 65 00Gabriella GrotteInvestor
Relations ManagerorPeter TorstenssonVice President Corporate
Communications
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