SECURITAS AB Annual Report 2011

68
Annual Report
Report of the Board of Directors
Parent Company operations
The Group’s Parent Company, Securitas AB, is not involved in any operating
activities. Securitas AB provides Group Management and support functions
for the Group.
The Parent Company‘s income amounted to MSEK 846 (955) and
mainly relates to administrative contributions and other income from subsidiaries.
Financial income and expenses amounted to MSEK 1 607 (1 321*).
Income before taxes amounted to MSEK 2 101 (1 821*).
Income before taxes includes gains from the sale of shares in subsidiaries
and joint ventures of MSEK 67** (0), dividends from subsidiaries of
MSEK 5 028 (6 093), interest income of MSEK 199 (127), interest expense
of MSEK -880 (-612) and other financial income and expenses, net, of
MSEK -2 739 (-4 288*). Included in other financial income and expenses,
net are impairment losses relating to shares in subsidiaries of MSEK -2 735
(-4 553). Impairment losses in 2011 and 2010 were recognized in conjunction
with the Parent Company having received dividend from the subsidiary.
Net income was MSEK 2 093 (1 746*).
Cash flow for the year amounted to MSEK 3 (1).
The Parent Company‘s non-current assets amounted to MSEK 38 709
(40 659) and mainly comprise shares in subsidiaries of MSEK 37 853
(40 027). Current assets amounted to MSEK 8 111 (4 021) of which liquid
funds amounted to MSEK 5 (2).
Shareholders’ equity amounted to MSEK 23 343 (22 392).
A dividend of MSEK 1 095 (1 095) was paid to the shareholders in
May 2011.
The Parent Company‘s liabilities amounted to MSEK 23 477 (22 288)
and mainly consist of interest-bearing debt.
For further information, refer to the Parent Company‘ financial statements
and the accompanying notes and comments.
* Restated since group contributions paid have been accounted for as a financial expense due to
a change in accounting principle. Refer to note 39.
** Reported on the line Other operating income and consisting in its entirety of the capital gain from
the sale of the shares in Securitas Direct S.A. in Switzerland.
Proposed guidelines for remuneration to
senior management in Securitas for 2012
The Board of Directors of Securitas AB (publ.) proposes that the Annual
General Meeting on May 7, 2012 adopts guidelines for remuneration to
senior management in accordance with the following:
The fundamental principle is that remuneration and other terms of
employment for senior management shall be competitive and in accordance
with market conditions, in order to ensure that the Securitas Group will be
able to attract and keep competent senior management employees.
The total remuneration to senior management shall consist of a fixed
basic salary, variable remuneration, pensions and other benefits. In addition
to a fixed annual salary the Group Management may also receive variable
remuneration, which shall be based on the outcome in relation to financial
goals and growth targets within the individual area of responsibility
(Group or division) and which shall agree with the interest of the shareholders.
The variable remuneration shall amount to a maximum of 60 percent
of the fixed annual salary for the President and CEO and a maximum of
42–200 percent of the fixed annual salary for other individuals of the Group
Management. If cash payment of variable remuneration has been effected
on grounds later proven to be obviously inaccurate, the company shall have
the possibility to reclaim such paid remuneration.
Securitas Annual Report 2011
The undertakings of the company as regards variable remuneration to
the Group Management may, at maximum outcome during 2012, amount
to a total of MSEK 65. Information on previously decided remuneration
which has not yet been paid can be found in Note 8 of the Annual Report
for 2011.
The pension rights of senior management employees shall be applicable
as from the age of 65 at the earliest and the entire Group Management
shall be subject to defined contribution pension plans for which insurance
premiums are transferred from the individual’s total remuneration and paid
by the company during the term of employment. Variable compensation
shall not qualify for pension purposes unless local regulations provide
otherwise.
Other benefits, such as company car, special health insurance or occupational
health service shall be provided to the extent this is considered customary
for senior management employees holding equivalent positions on
the employment market where the senior management employee is active.
At dismissal, the notice period for all senior management employees
shall amount to a maximum of 12 months with a right to redundancy
payment after the end of the notice period, equivalent to a maximum of
100 percent of the fixed salary for a period not exceeding 12 months.
At resignation by a senior management employee, the notice period shall
amount to a maximum of six months.
These guidelines shall apply to individuals who are included in the Group
Management during the term of application of these guidelines. The guidelines
shall apply to agreements entered into after the adoption by the Annual
General Meeting, and to changes made in existing agreements after this
date. The Board shall be entitled to deviate from the guidelines in individual
cases if there are particular grounds for such deviation.
Proposed allocation of earnings
The statements of income and the balance sheets of the Parent Company
and the Group are subject to adoption by the Annual General Meeting on
May 7, 2012.
Retained earnings in the Parent Company available for distribution:
Hedging reserve
SEK
-12 176 919
Translation reserve 627 669 560
Retained earnings 12 907 256 827
Net income for the year 2 092 979 410
Total 15 615 728 878
The Board of Directors propose that the earnings are allocated as follows:
SEK
a dividend to the shareholders of
SEK 3.00 per share 1 095 176 691
retained earnings to be carried forward 14 520 552 187
Total 15 615 728 878