Regulatory News:
The shareholders in Alfa Laval AB (publ) (STO:ALFA) are hereby
given notice to attend the Annual General Meeting held on Monday 25
April 2016 at 4.00 p.m. CET at Sparbanken Skåne Arena,
Klostergårdens idrottsområde, Stattenavägen, Lund, Sweden.
Registration for the meeting begins at 3.30 p.m. CET. After the
meeting, refreshments will be served.
Program for shareholders
In connection with the meeting, there will be an opportunity to
view the production of plate heat exchangers at the facility in
Lund. The tour begins with a gathering at Sparbanken Skåne Arena,
not later than 1.30 p.m. Buses will then transport the visitors to
the production facility and afterwards back to the premises at
which the meeting will be held. The number of visitors on the tour
is limited, and a notification of participation in the tour shall
be made in connection with the notification of participation in the
Annual General Meeting.
1.30 p.m. The buses depart from Sparbanken Skåne Arena to the
Alfa Laval production facility in Lund
3.00 p.m. Coffee is served adjacent to the premises at which the
meeting is held
3.30 p.m. Registration for the Annual General Meeting begins
4.00 p.m. The Annual General Meeting is opened
Right to participate
A shareholder who wishes to participate in the meeting and have
the right to vote shall
· be registered in the share register maintained by Euroclear
Sweden AB on Tuesday 19 April 2016, and
· notify its participation to Alfa Laval AB – together with any
advisors (though not more than two) – not later than on Tuesday 19
April 2016, preferably before 12.00 noon.
In addition, a shareholder whose shares are nominee-registered
must temporarily have its shares registered in its own name in the
share register maintained by Euroclear Sweden AB in order to be
entitled to participate in the meeting. Such temporary ownership
registration shall be executed by Tuesday 19 April 2016. This means
that the shareholder must notify the nominee in ample time prior to
that date.
Notification
Notification to participate in the meeting can be made
· by mail: Alfa Laval AB, Juridik, P.O. Box 73, SE-221 00 LUND,
Sweden,
· by e-mail: arsstamma.lund@alfalaval.com,
· on the website: www.alfalaval.com/investors, or
· by telephone +46 46 36 74 00 or +46 46
36 65 00.
The notification shall include name, personal or corporate ID
number, address and telephone number as well as information of any
advisors (though not more than two). The notification shall also
include any wish to participate in the tour of the production
facility. A proxy for a shareholder shall, at the Annual General
Meeting at the latest, present the original copy of a dated proxy
form in writing. The proxy form may at the time of the meeting not
be older than one year, if not the limitation stated in the proxy
is longer (not more than five years). A proxy form can be obtained
from Alfa Laval AB, Juridik, P.O. Box 73, SE-221 00 Lund, Sweden
and is also available at the Company’s website,
www.alfalaval.com/investors/corporate-governance/annual-general-meetings.
In addition, a proxy or a representative of a legal entity shall
submit a certificate of registration no later than at the Annual
General Meeting. To facilitate the registration, the proxy form
and, if applicable, the certificate of registration shall be sent
(although not electronically) to Alfa Laval AB in connection with
the notification. Alfa Laval AB will, on 20 April 2016 at the
earliest, dispatch an entrance card to be produced at the
registration as a confirmation of the notification.
Proposed agenda
1. Opening of the meeting.
2. Election of a Chairman for the meeting.
3. Preparation and approval of the voting register.
4. Approval of the agenda for the meeting.
5. Election of one or two persons to attest the minutes.
6. Determination whether the meeting has been duly convened.
7. Statement by the Managing Director.
8. Report on the work of the Board of Directors and the
Committees of the Board of Directors.
9. Presentation of the annual report and the Auditor’s report,
as well as the consolidated annual report and the Auditor’s report
for the group, and the Auditor’s report regarding compliance with
the guidelines for compensation to senior management adopted at the
2015 Annual General Meeting.
10. Resolution on
(a) the adoption of the income statement and the balance sheet
as well as the consolidated income statement and the consolidated
balance sheet;
(b) allocation of the Company’s profit according to the adopted
balance sheet, and record date for distribution of profits; and
(c) discharge from liability for members of the Board of
Directors and the Managing Director.
11. Report on the work of the Nomination Committee.
12. Determination of the number of members of the Board of
Directors and deputy members of the Board of Directors to be
elected by the meeting as well as the number of Auditors and deputy
Auditors.
13. Determination of the compensation to the Board of Directors
and the Auditors.
14. Election of Chairman of the Board of Directors, other
members of the Board of Directors and deputy members of the Board
of Directors, Auditors and deputy Auditors.
15. Resolution on guidelines for compensation to senior
management.
16. Resolution on the Nomination Committee.
17. Closing of the meeting.
Proposed resolutions
Item 2
The Nomination Committee proposes that the Chairman of the Board
of Directors, Anders Narvinger, is appointed Chairman of the 2016
Annual General Meeting.
Item 10 (b)
The Board of Directors proposes a distribution of profits in an
amount of SEK 4.25 per share for 2015. Wednesday 27 April 2016 is
proposed as record date for the right to receive dividend. If the
meeting resolves in accordance with this proposal, Euroclear Sweden
AB is expected to pay the dividend on Monday 2 May 2016.
Item 12 -14
The Nomination Committee proposes as follows:
Item 12: The number of members of the Board of Directors to be
elected by the meeting is proposed to be eight with no deputies.
Both the number of Auditors and the number of deputy Auditors are
proposed to be two.
Item 13: The compensation to the Board of Directors is proposed
to be a total of SEK 5,105,000 (SEK 4,850,000) to be distributed
among the members of the Board of Directors who are elected by the
meeting and not employed by the Company as follows:
SEK 1,500,000 · Chairman of the Board of Directors (SEK
1,350,000) SEK 515,000
· Other members of the Board of Directors (SEK 500,000)
In addition to the proposed compensations to the members of the
Board of Directors who are elected by the Annual General Meeting
and which are not employed by the Company, it is also proposed that
the compensations mentioned below shall be distributed to the
members who are Chairman or member of the Committees mentioned
below. The proposed compensations are as follows:
Extra amount for the Chairman of the Audit Committee SEK
150,000
(SEK 150,000)
Extra amount for the other members of the Audit Committee SEK
100,000
(SEK 100,000)
Extra amount for the Chairman of the Remuneration Committee SEK
50,000
(SEK 50,000)
Extra amount for the other members of the Remuneration Committee
SEK 50,000
(SEK 50,000)
Bracketed figures refer to compensation for 2015.
The Nomination Committee proposes, provided that it is
cost-neutral for Alfa Laval AB and after a written agreement
between Alfa Laval AB and a (Swedish) limited liability company
which is wholly-owned by a member of the Board of Directors, that
Alfa Laval AB may approve that the board fee is invoiced by the
company wholly-owned by the member of the Board of Directors. In
such case, the invoiced fee shall be increased with an amount
corresponding to social security payments pursuant to law and value
added tax pursuant to law.
Compensation to the Auditors is proposed to be paid as per
approved invoice.
Item 14: Members of the Board of Directors Gunilla Berg, Arne
Frank, Ulla Litzén, Anders Narvinger, Finn Rausing, J�rn Rausing,
Ulf Wiinberg and Margareth Øvrum are proposed to be re-elected for
the time up to the end of the 2017 Annual General Meeting. Lars
Renstr�m, Alfa Laval’s retiring CEO, has declared that he declines
re-election.
The Nomination Committee proposes that Anders Narvinger shall be
appointed Chairman of the Board of Directors. Should Anders
Narvinger’s assignment as Chairman of the Board of Directors end
prematurely, the Board of Directors shall appoint a new
Chairman.
Information on all members proposed to the Board of Directors
and the Nomination Committee’s reasoned statement is available at
Alfa Laval AB’s website, www.alfalaval.com and will also be
available at the meeting.
The Nomination Committee proposes that the authorised public
accountant Håkan Olsson Reising is re-elected and that the
authorised public accountant Joakim Thilstedt is newly elected as
the Company’s Auditors for the forthcoming year, thus for the time
up to the end of the 2017 Annual General Meeting. The Nomination
Committee also proposes that the authorised public accountants
David Olow and Duane Swanson are re-elected as the Company’s deputy
Auditors for the forthcoming year, thus for the time up to the end
of the 2017 Annual General Meeting.
Item 15
The Board of Directors proposes that the meeting adopts a
resolution on the following guidelines for compensation to senior
management:
1. Scope
The term senior management refers to the Managing Director and
the group management. These guidelines apply to employment
contracts for members of the senior management entered into
following the adoption of these guidelines by the meeting, and to
amendments to existing employment contracts for senior management
made thereafter. The Board of Directors has the right to deviate
from the guidelines if there are special circumstances for such
deviation in an individual case. Special circumstances may, e.g.,
be that it must be possible to offer to members of the senior
management who reside outside Sweden terms which are competitive in
their country of residence.
2. The main principle and how compensation matters are
prepared
The main principle for the guidelines is that Alfa Laval AB
shall offer compensation on market terms so that the Company can
attract and retain a competent senior management. The Board of
Directors has established a Committee within the Board, with the
tasks of preparing the guidelines for compensation for the senior
management, which shall be resolved upon by the Annual General
Meeting, as well as to propose to the Board of Directors
remuneration and employment provisions for the Managing Director.
The Board of Directors shall resolve on matters regarding
remuneration and employment provisions for the Managing Director
following preparation by the Remuneration Committee. The Committee
shall resolve on matters regarding remuneration and employment
provisions for senior management which reports directly to the
Managing Director. The Committee shall continuously report to the
Board of Directors.
3. Fixed compensation
The fixed salaries shall be revised annually and shall be based
upon the competence and areas of responsibility of each
individual.
4. Variable compensation
The variable compensation comprises (i) an individual annual
variable compensation, and may also, as a supplement, include (ii)
a long-term incentive program.
(i) The individual annual variable compensation may be between
30 and 60 percent of the fixed compensation, depending on position.
The outcome depends on the degree of fulfilment of, in particular,
financial targets, and to a more limited extent also on qualitative
targets.
(ii) The long-term incentive program directed to not more than
85 of the Company’s top executives, including the senior
management, is intended to be a supplement to the individual annual
variable compensation. It is the Board of Directors’ proposal to
implement a long-term incentive program also in 2016, on terms
similar to those of the current programs. The long-term incentive
program for 2016 is, just as the long-term incentive programs for
2013, 2014 and 2015, a cash-based program connected to the
Company’s earnings per share, taking possible acquisitions of the
Company's own shares into account. The long-term incentive program
for 2016 will run for three years. The proposed program may
generate up to a maximum of 75 percent in total of the
participants’ individual annual variable compensation over a period
of three years. Payment to the participants of the program will be
made after three years, provided, however, that they are still
employees at that time.
The Board of Directors may consider to propose the General
Meeting a share or share price-related program for the senior
management.
5. Pension benefits
A detailed description of current pension schemes for the senior
management is available in note 6 of the Annual Report for
2015.
Early retirement is offered selectively and only after
a special decision by the Remuneration Committee. As from
2006, a premium based early retirement scheme with a premium of 15
percent of the pensionable income is offered.
For old‑age pension, in addition to the ITP benefits, a premium
based scheme, with a premium of 30 percent of the pensionable
income above 30 basic amounts is being offered since 2006. Members
of the senior management also have a special family pension which
fills the gap between the old-age pension and the family pension
according to the ITP plan. In addition, they have the opportunity
to allocate salary and bonus to a temporary old-age and family
pension.
6. Non-monetary benefits
Members of the senior management have the right to normal
non-monetary benefits, such as company car and healthcare benefits.
In certain cases, Alfa Laval AB can also arrange for a residence
supplied by the Company.
7. Dismissal and severance pay
Should Alfa Laval AB dismiss a member of the senior management,
the compensation during the notice period and the severance pay may
be an amount corresponding to a maximum of two yearly
salaries.
Item 16
The current Nomination Committee consists of Finn Rausing (Tetra
Laval), Claes Dahlbäck (Foundation Asset Management), Lars-Åke
Bokenberger (AMF-Pension), Jan Andersson (Swedbank Robur fonder)
and Ramsay Brufer (Alecta) as well as the Chairman of the Board of
Directors, Anders Narvinger. Finn Rausing is Chairman of the
Nomination Committee.
The Nomination Committee proposes that the Annual General
Meeting 2016 resolves to adopt the following principles for
appointment of Nomination Committee and the assignment of the
Nomination Committee and that the principles shall be applicable
until the General Meeting resolves otherwise:
The Chairman of the Board of Directors shall be assigned, in
consultation with the company’s major shareholders, to appoint a
Nomination Committee ahead of the forthcoming Annual General
Meeting.
The Nomination Committee shall comprise of the Chairman of the
Board of Directors and a minimum of five committee members. The
committee members shall consist of the largest shareholders, or
group of shareholders that have been grouped together in the
Euroclear system (such group shall be viewed as one shareholder)
based on Euroclear Sweden AB’s shareholder information at 30
September the year prior to the Annual General Meeting.
If a shareholder waives the right to appoint a representative,
the shareholder who is the next largest owner shall be offered the
opportunity to appoint a representative. The majority of the
members of the Nomination Committee shall be independent from the
company and company management. The Nomination Committee’s mandate
period extends until a new Nomination Committee has been appointed.
If an already appointed member resigns from the Nomination
Committee, the shareholder that has appointed the member shall have
the right to appoint a new member as replacement. If the major
shareholder whom an appointed member represents significantly
reduces its shareholding in the company, the Nomination Committee
may offer another shareholder to appoint a member as
replacement.
The duties of the Nomination Committee include:
· to evaluate the composition and work of the Board of
Directors, · to prepare a proposal to the Annual General Meeting
regarding election of the Board of Directors and the Chairman of
the Board of Directors, · to prepare a proposal, in cooperation
with the company’s Audit Committee, to the Annual General Meeting
regarding election of auditor, · to prepare a proposal to the
Annual General Meeting regarding fees to the Board of Directors,
divided between the Chairman and other Board members as well as
possible remuneration for committee work, and auditor, · to prepare
a proposal to the Annual General Meeting regarding a Chairman for
the Meeting, and · to prepare a proposal on principles for
appointment of the next Nomination Committee, to the extent
applicable.
The composition of the Nomination Committee shall be announced
in the company’s financial report for the third quarter and
published on the company’s website no later than six months prior
to the Annual General Meeting. The Nomination Committee is entitled
to receive reasonable remuneration from the company for expenditure
incurred with regard to evaluation and recruitment. Members of the
Nomination Committee shall not receive any remuneration from the
company.
Available documents
The annual report, the Auditors’ report, the Board of Directors’
reasoned statement regarding the proposed distribution of profits
under item 10 (b), the Auditors’ report regarding compliance with
the guidelines for compensation to senior management adopted at the
Annual General Meeting held in 2015 and complete proposals for all
other resolutions as set out above will be held available for the
shareholders at Alfa Laval AB on 4 April 2016 at the latest. Copies
of the documents will be sent to shareholders who so request and
state their postal address. The documents will also be held
available on the Company’s website,
www.alfalaval.com/investors/corporate-governance/annual-general-meetings
no later than on the above-mentioned date. The proposals from the
Nomination Committee and their reasoned statement will also be held
available on the same web address.
Number of shares and votes in the Company
At the date of this notice, the total number of shares and votes
in the Company is 419,456,315. All shares are of the same class.
The Company itself holds no shares in the Company.
Information at the Annual General Meeting
The Board of Directors and the Managing Director shall, if any
shareholder so requests, and if the Board of Directors considers
that this can be done without significant harm for the Company,
give information on circumstances that can affect the assessment of
an item on the agenda, circumstances that can affect the assessment
of the financial situation of the Company or its subsidiaries and
the Company’s relationship with another group company.
__________________________
Lund, March 2016
ALFA LAVAL AB (publ)
The Board of Directors
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Alfa LavalGabriella GrotteInvestor Relations Manager+46 46 36 74
82+46 709 78 74 82gabriella.grotte@alfalaval.comp
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