Opus Group Annual 2011 Report ENG

30
OPUS 2011
other three Board members who are not employees of
the Company,
• to grant compensation to the Company’s auditors on an
invoice basis,
• to elect the following Board members, pursuant to the
notice of the AGM: Göran Nordlund, Chairman (reelection);
Bertil Engman (reelection); Jan-Crister Persson
(reelection); Lothar Geilen (reelection); Eva-Lotta Kraft
(newly elected). Furthermore, the AGM decided to
appoint the registered auditor firm Deloitte AB as
Deputy Auditor, with authorized public accountant
Harald Jagner as head accountant, for a period until the
end of the AGM of 2012,
• to approve the Nomination Committee’s proposal for a
revised instruction for the next Nomination Committee,
• to approve the Board’s proposed guidelines for remuneration
to senior executives,
• to authorize the Board in accordance with the revised
proposal presented at the AGM, to decide on the issue of
new shares of up to 10 percent of existing share capital,
and in accordance with the Board’s proposal, to decide
on a new issue of 1,750,000 share options, that with
deviation from the shareholders preferential rights, are
aimed at Opus Bima AB, a wholly-owned subsidiary and
with the condition that the share options, under the
proposed conditions, are to be transferred to the
employees and other key members in the Group.
Magnus Greko, the company’s President and CEO, held a
speach where he reported on the company’s performance
during the fiscal year 2010 as well as significant events in
the same period but also gave an account of the progress
in the first quarter of 2011 and significant events in the
same period.
The bulletin from the AGM was presented on the
company’s website the day after the AGM and the minutes
two weeks after the AGM. The material from the AGM, e.g.
notice, records and information on the nominating committee
can be found at Opus’ website www.opus.se.
Annual General Meeting 2012
The Annual General Meeting will take place at 7 pm on
Wednesday May 24, 2012, at the Elite Park Avenue Hotel
(Taube hall), Kungsportsavenyn 36-38, SE-400 15 Gothenburg.
Registration to the Annual General Meeting takes
place between 6 pm and 6.45 pm. The notice will be
publicized through announcement in Post- och Inrikes
Tidningar and on the Company´s website. That notice has
been given will be annonced in Dagens Industri. For notice
of participation to the 2012 AGM, information will be
available well ahead of time on www.opus.se. There it will
also be explained how each shareholder may have
matters discussed at the meeting.
Nomination Committee
The Nomination Committee will begin by evaluating the
current Board of Directors. The Nomination Committee’s
work shall be characterized by openness and discussions
in order to achieve a well balanced Board. The Nomination
Committee will then nominate members to the Opus Board
for the next term of office, and these nominees are later
proposed to the AGM. The Nomination Committee also
provides suggestions on the Board of Directors and the
auditors’ remuneration and, if necessary, also on the
election of auditors.
In accordance with the decision taken at the Annual
General Meeting 2011, a Nomination Committee was
formed in accordance with the established principles.
Opus has chosen to deviate from the Code’s stipulation
that the President and CEO or other members of management
should not be a member of the Committee. The
reason for this is the ownership situation in Opus, where
the largest shareholders are founders of companies within
the Opus Group and are still part of senior management
and the Board. For the Annual General Meeting 2012, the
Nomination Committee has consisted of Martin Jonasson
(representing the Second Swedish National Pension Fund),
who is also the chairman of the committee, Jörgen
Hentschel (representing AB Kommandoran), Bengt
Belfrage (representing Nordea Funds), Lothar Geilen
(representing himself) and Göran Nordlund (as Chairman of
the Board). The Nomination Committee represents approx.
35 percent of the votes of all shares in Opus Prodox AB.
For the 2012 AGM, all the proposals have been presented
in the notice. Shareholders who so desire, have had the
opportunity to submit proposals to Opus Nomination
Committee 2012 and have been able to contact the
committee by e-mail at ir@opus.se or at the Company’s
regular mailing address.
For the Nomination Committee’s complete principles and
proposals, see www.opus.se.
Articles of Association
The Articles of Association state that Opus is a publicly
traded company, whose business activities are, directly or
indirectly, to engage in activities in the areas stated
below, and to carry out activities consistent therewith,
including consultancy with regards to:
- Development, manufacturing and marketing of testing
and measuring equipment for the vehicle industry
- Development, manufacturing and sales of telecommuni
cations related products.
Opus’ share capital shall amount to a minimum of SEK
2,000,000 and a maximum of SEK 8,000,000. The number
of shares shall amount to a minimum of 100,000,000 and a
maximum of 400,000,000. The Board shall consist of four
to six members with a maximum of five deputies. The
Articles of Association can be downloaded at www.opus.se.
Board of Directors
The duty of the Board of Directors is to manage the
Company’s assets on behalf of the shareholders. The work
of Opus’ Board of Directors is governed both by laws and
recommendations and by the Board’s rules of procedure.
These rules of procedure contain guidelines on matters
such as the distribution of responsibilities between the
Board of Directors and the CEO, financial reporting,
investments and financing. The rules of procedure are
adopted once a year.
Board of Directors Work During 2011
At the AGM on May 25, 2011, the following Board members
were re-elected; Göran Nordlund, Chairman, Bertil