Annual Report 2004 - HL Display

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BOARD OF DIRECTORS Board of directors Åke Wester Anders Remius Lis Remius Stefan Elving Arne Karlsson Stig Karlsson Magnus Jonsson Kent Mossberg Åke Wester Born: 1939. Chairman of the Board. Member and Chairman of the board since 1993. Education: Engineering qualification. Holding: 4,000 shares (family and company). Anders Remius Born: 1947. Member of the Board since 1982. Position: MD HL Display AB. Education: Financial qualification. Holding: 873,724 shares, of which 401,904 A shares. Through company 74,950 B shares. 19,800 options. Lis Remius Born: 1945. Member of the Board since 2004 (member 1982-2001). Education: Sales and marketing qualification. Holding: 873,622 shares, of which HL DISPLAY ANNUAL REPORT 2004 401,904 A shares. Through company 74,950 B shares. Stefan Elving Born: 1941. Member of the Board since 2001. Education: Master of Political Science. Other appointments: Board member in Bio Gaia AB, Findus AB, Haendig AB, Plantasjen ASA, Brämhults Juice AB. Holding: 0 shares. Arne Karlsson Born: 1958. Member of the Board since 1997. Position: MD Ratos AB. Education: Master of Science in Economics and Business administration. Other appointments: Board member in Haglöfs AB, Aktiemarknadsnämnden, Camfil AB. Holding: 0 shares. 50 Stig Karlsson Born: 1952. Member of the Board since 2001. Position: Investment Manager Ratos AB. Education: Master of Science in Economics and Business administration. Other appointments: Chairman of the board in Haendig AB, Haglöfs AB. Member of the board in Gadelius K.K., Arcorus AB, Martinsson AB, Lagerstedt & Krantz AB, DIAB AB, Lindab AB. Holding: 0 shares. Magnus Jonsson Born: 1969. Employee representative. Member of the Board since 1998. Position: Machine operator. Education: Structural engineering qualification. Holding: 0 shares. Kent Mossberg Born: 1957. Employee representative. Member of the Board since 1995. Position: Property Manager. Education: Engineering qualification. Holding: 1,330 shares. Deputy member Stefan Eriksson Born: 1973. Employee representative. Member of the Board since 2001. Position: Screen printer. Education: Mechanical engineering qualification. Holding: 0 shares.
Board procedures 2004 HL Display’s Board of Directors consists of six members elected by the AGM, as well as two representatives and a deputy elected by the employees. The Chairman of the Board is appointed by the Board. Among the Board members there are persons with connections to HL Display’s largest shareholders, and persons independent of the owners. The Board normally meets six times a year and additionally when required. During the 2004 financial year, the Board convened seven times. Board meeting days are set in conjunction with the statutory board meeting. Some board meetings coincide with financial information dates. These are the quarterly, half-yearly and annual closing days. The work of the Board follows an annual plan with special topics and pre-determined items on which decisions have to be made. A normal agenda for a Board meeting is as follows: – Meeting opened – Election of minutes-verifiers – Review of minutes of previous meeting – Finances – Board’s basis of appraisal – Internal control – Other questions – Meeting closed The Group’s deputy MD and CFO, Kent Hertzell, serves as secretary of the Board. All Board members have been present at all Board meetings during the year. Rules of procedure The work of the Board is regulated by special rules of procedure. In brief, the rules of procedure state that the Board is responsible for the company’s organisation and the administration of the company’s affairs. The Board must ensure that the company’s organisation is such that accounting, funds administration and the company’s financial affairs are checked and managed in a secure manner. The Board must continuously monitor the financial situation of the company and Group. This is reported monthly so that the Board can carry out its appraisal duties as required by law, listing rules and good board practice. Generally, the Board deals with matters of essential importance to the Group, such as: – Strategic plans – Marketing plans – Production planning – Acquisition and sale of companies or businesses – Acquisition and sale of other significant assets 51 Important issues during 2004 – Decision on investments – Drawing up a pan European strategy – Outsourcing of production in Lesjöfors and Falkenberg – Plans for production in China – Follow-up on cost control and investments – Action plan for production in Falun – Review of long-term objectives BOARD PROCEDURES 2004 Instructions The Board has issued special instructions on the responsibilities and authority of the Managing Director of HL Display. The Board has further issued special reporting instructions to the management. Fees Total fees to the Board of HL Display amounted to SEK 460,000, of which SEK 140,000 to the Chairman. No payments, other than those approved by the AGM, have been made. Committees The Board of Directors has appointed a special Nomination Committee, charged with the task of proposing board members and fee to the board of directors in close collaboration with the largest shareholders. The Nomination Committee consists of three representatives of the largest shareholders – Anders Remius, MD of HL Display AB, Johan Lannebo, Fund Manager, Lannebo Fonder, and Arne Karlsson, MD of Ratos AB – and an independent member, Åke Wester, Chairman of HL Display AB. The committee met once during 2004. A Remuneration Committee was set up during 2002, consisting of two board members who do not represent the major shareholders: Åke Wester, Chairman of HL Display AB, and Stefan Elving, whose job it was to decide on remuneration to the CEO, deputy CEO and the rest of the management group. The Remuneration Committee met once during 2004. An Audit Committee has been set up, charged with proposing auditors, proposing fees, as well as having an ongoing dialogue with the auditors concerning the audit. The audit committee consists of the five board members that are not employed by HL Display: Åke Wester, Stig Karlsson, Arne Karlsson, Stefan Elving and Lis Remius. The audit committee met once during 2004. KPMG was elected for four years at the shareholders’ meeting in 2004. Proposals from individual shareholders can be made to the committees by post via HL Display’s head office in Skarpnäck. HL DISPLAY ANNUAL REPORT 2004
Page 1 and 2: HL Display Annual Report 2004
Page 3 and 4: The year in brief . Group net sales
Page 5 and 6: ments. These customers have now ins
Page 7 and 8: panies are measured on the basis of
Page 9 and 10: DEVELOPMENT OF OPERATING EXPENSES,
Page 11 and 12: HL Display’s new Slimline shelf-e
Page 13 and 14: emphasis on further developing its
Page 15 and 16: The new EasyShelf system makes it e
Page 17 and 18: the region attractive to the multin
Page 19 and 20: Developments during the year Sales
Page 21 and 22: Competitors The competitive situati
Page 23 and 24: 21 Super GB uses colour codes to he
Page 25 and 26: the company’s products. This mean
Page 27 and 28: EMPLOYEE FACTS Employee categories
Page 29 and 30: Customer agreements are normally re
Page 31 and 32: 29 THE HL DISPLAY SHARE Options sch
Page 33 and 34: Income statement Comments on the co
Page 35 and 36: 33 Group Parent Company BALANCE SHE
Page 37 and 38: Cash flow statement 35 CASH FLOW ST
Page 39 and 40: Financial instruments An explanatio
Page 41 and 42: Note 3 BREAKDOWN OF NET SALES BY GE
Page 43 and 44: Note 15 TAX ON PROFIT FOR THE YEAR
Page 45 and 46: Note 21 SHARES IN GROUP UNDERTAKING
Page 47 and 48: Note 28 LONG-TERM LIABILITIES Of lo
Page 49 and 50: Note 35 TRANSACTIONS WITH RELATED P
Page 51: Nine year summary 49 NINE-YEAR SUMM
Page 55 and 56: 50 years of HL Display It was 50 ye

Annual Report 2004 - HL Display

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