Election of Board of Directors
Johan Malmquist (Chairman), Carl Bennet, Eva Elmstedt, Dan Frohm, Ulf Grunander, Carola Lemne and Joacim Lindoff were re-elected as members of the Board.
Fees to the Board of Directors
It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 4,475,000 excluding remuneration for Committee work, of which SEK 1,425,000 to the Chairman and SEK 610,000 to each of the other Board members elected by the Meeting who are not employees of Arjo Group. In addition hereto, the Meeting resolved that work in the Audit Committee shall be compensated with SEK 254,000 to the Chairman and SEK 127,000 to each of the other members, while work in the Remuneration Committee shall be compensated with SEK 132,000 to the Chairman and SEK 97,000 to each of the other members.
Election of auditors
The registered public accounting firm Öhrlings PricewaterhouseCoopers AB was re-elected auditor of the company for a term of one year. The public accounting firm has informed that Magnus Willfors will continue as auditor in charge and Cecilia Andrén Dorselius will be co-auditor. It was resolved that auditor fees shall be paid in accordance with approved account.
In accordance with the proposal of the Board of Directors and the CEO, the Annual General Meeting resolved to declare a dividend of SEK 0.65 per share. 1 July 2020 was determined as record date for dividend.
Instruction for the Nomination Committee
The Annual General Meeting approved the Nomination Committee’s proposal for instruction to the Nomination Committee principally entailing that the Nomination Committee in respect of the Annual General Meeting shall be composed of members appointed by the three largest shareholders in terms of voting rights, based on a list of owner-registered shareholders from Euroclear Sweden AB or other reliable ownership information, as of 31 August of each year, and the Chairman of the Board of Directors. In addition, if the Chairman of the Board, in consultation with the member appointed by the largest shareholder in terms of voting rights, deems it appropriate, it shall include an, in relation to the company and its major shareholders, independent representative of the minor shareholders as a member of the Nomination Committee. The composition of the Nomination Committee shall normally be announced no later than six months prior to the General Meeting. Changes in the composition of the Nomination Committee shall be announced immediately.
The Nomination Committee shall submit proposals for the Chairman of the Annual General Meeting, the number of Board members elected by the General Meeting, the Chairman of the Board, other Board members elected by the General Meeting, the number of auditors, the auditor(s), remuneration to the Board of Directors, divided between the Chairman and the other directors, and remuneration for committee work, remuneration to the company's auditors, and any changes in the proposal for principles for the Nomination Committee in respect of the Annual General Meeting. No remuneration shall be paid to the members of the Nomination Committee.
Amendment of the Articles of Association
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved to amend § 10 of the Articles of Association for the purpose of adapting the Articles of Association to expected amendments of the Swedish Companies Act concerning record date for participation in General Meetings.
Guidelines for Remuneration to Senior Executives
The Annual General Meeting approved the proposal of the Board of Directors regarding guidelines for remuneration to senior executives, which have been adjusted to new rules in the Swedish Companies Act. The guidelines principally entail that remuneration and other terms and conditions of employment for senior executives shall be based on market conditions, and be competitive in all markets where Arjo operates, to ensure that competent and skillful employees can be attracted, motivated and retained. The total remuneration to senior executives shall comprise basic salary (fixed cash salary), variable remuneration, pension benefits and other benefits. The variable remuneration consists of two programs, one year-based and one three-year program. The annual variable remuneration is constructed in such a way that it supports Arjo’s long-term strategy to develop products and solutions that meet the customer needs on a long-term basis. The objectives for the variable remuneration are set with the purpose of promoting the shareholders’ interests, the company’s core values, and a sustainable development of the company. The Board shall have the right to temporarily resolve to derogate from the guidelines if there are special reasons that motivate such derogation.