PDF Document 2.46 MB - Geveko

Company organs and managementCompany organs and managementGeveko’s corporate bodies are the AnnualGeneral Meeting, the Board, the ManagingDirector, and the Auditors. At the AnnualGeneral Meeting the shareholders elect thechairman and the Board, which, accordingto the company’s articles, shall consist of upto seven members and up to five deputymembers. It is incumbent on the auditors,as mandated by the Annual GeneralMeeting, to examine the accounts and theadministration by the Board and theManaging Director during the financialyear. The auditors report to the AnnualGeneral Meeting by submitting a separateaudit report.Annual General MeetingThe Annual General Meeting (AGM) isGeveko’s supreme decision-making body,in which every shareholder is entitled toparticipate personally or via a proxy. At theAGM, which is normally held in April, butin any case within six months of the end ofthe financial year, the shareholders adoptthe annual report, decide on the date ofrecord for entitlement to dividend andapprove the dividend. The AGM elects thechairman and the Board for a period of oneyear and the auditors every fourth year.The AGM also decides on their fees andguidelines for the salaries and other benefitsof the company’s managing director andother senior management personnel.The notice convening the AnnualGeneral Meeting is sent out no later thanfour weeks before the Meeting and is publishedin Svenska Dagbladet and Göteborgs-Posten, as well as in Post & Inrikes Tid -ningar and on Geveko’s website.According to the Swedish CompaniesAct, shareholders are entitled to have itemsof business discussed at the AGM. In suchcases the Board shall be given adequatenotice. Shareholders are entitled to askquestions at the AGM.The minutes of the AGM are availableat Geveko’s office and on the company’swebsite about two weeks after the Meeting.AGM 2007The AGM for shareholders in AB Gevekowas held on April 26, 2007, in Gothenburg,Sweden. The AGM was attended by 138shareholders, representing 30.3% of thenumber of shares and 69.7% of the votes.David Bergendahl, Klas Dunberger, HelenaLevander, Tomas Landeström, Ove Mattssonand Sören Sjölander were re-elected to theboard and Åsa Söderström Jerring waselected as new member of the Board.Magnus Ergel was not standing for re-election.Ove Mattsson was elected chairman.In a complementary election of auditors forthe period until the 2008 AGM Bror Fridwas elected as ordinary auditor and JohanRippe and Helen Olsson Svärdström wereelected deputy auditors. The AGM decidedon a dividend of SKr 11 per share and ashare split and redemption procedurewhere by a further SKr 75 was paid out toshareholders.AGM 2008The 2008 AGM will be held on April 24 inGothenburg, Sweden. Notice convening theAnnual General Meeting will be sent outduring week 12 (18-23 March).Articles of AssociationAccording to Geveko’s Articles of Asso -ciation the company’s business involvesowning and managing shares in subsidiariesand other companies, bonds andother valuable documents, as well as engagingin therewith related business activities.The company’s shares can be issued in twoseries, “A” and “B”. “A” shares carry the rightto one vote, while “B” shares carry the rightto one-tenth of a vote. The completeArticles of Association are available onGeveko’s website, www.geveko.se.Attendance at Board meetingsBoardThe Board is accountable to the AnnualGeneral Meeting for the company’s organisationand such administration as is incumbenton the Board statutorily and accordingto applicable regulations and the registrationcontract with Stockholmsbörsen. It also hasresponsibility for ensuring that the goalslaid down for the company by legislation, inthe company’s articles and by the AGM arerealised. To this end, the Board issues guidelinesfor general policies and strategiesincluding the approval of business plans,and keeps itself regularly informed aboutthe Group’s financial position and the stateof its business. The Board also has responsibilityfor appointing and discharging theManaging Director.In 2007 Geveko’s Board had sevenmembers and one deputy member, all electedby the AGM. The members include individualswho are associated with Geveko’smajor shareholders - the Bergendahl foundationsand the Bergendahl and Dunbergerfamilies – as well as individuals independentof these groups. Attorney Lars Lewerth,who is a deputy member, served as secretaryto the Board during 2007.Main points on agenda at Board meetings in 2007February 22 Annual report and accounts July 17 Q2 reportApril 26 Q1 report September 19 Business planApril 26 Statutory meetingafter AGM October 26 Q3 reportJune 12 Business plan, strategyand structure, visits December 12 Budget and finalto subsidiariesbusiness planRemuneration,Holdings, Inde-Present Committees SKr 1) Geveko pendent 2)MembersOve Mattsson, Chairman 8/8 x 403,000 0 xDavid Bergendahl 8/8 x 193,000 21,000Klas Dunberger 8/8 x 153,000 51,333Tomas Landeström 8/8 x 153,000 1,500 xHelena Levander 7/8 x 170,333 0 xSören Sjölander 7/8 x 199,000 220Åsa Söderström Jerring 6/8 150,000 0 xTotal 1,421,333Deputy memberLars Lewerth 8/8 - 42,1311) The amount relates to the board fee and remuneration for committee work. No otherremuneration has been paid in addition to this. Deputy member Lars Lewerthreceived SKr 745,000 for legal consultation.2) Independent is defined as independent of the company, its management and majorshareholders, pursuant to the Swedish Code of Corporate Governance.85