10. Resolution regarding determination of the fees payable to the directors and the auditorsThe nomination committee proposes that the fee per director elected shall be distributed as follows (the same price base amount level as last year): annual fee of four price base amounts to the chairman of the Board of Directors and annual fee of two price base amounts to directors not employed by the Company. The price-base amount per 2022 shall be applied upon resolution under this item.
If the meeting resolves according to the nomination committee’s proposal as regards the composition of the Board of Directors, the total fee will amount to ten price base amounts.
It is proposed that no fee shall be paid to the board of director’s remuneration committee respectively auditors committee since these are made up of members of the board of director.
It is proposed that fees be paid to the auditor according to invoice approved by the Company.
11. Election of the Board of Directors
The nomination committee proposes re-election of directors of the board Bengt Adolfsson, Martin Edlund, Göran Linder, Jonas Millqvist and Git Sturesjö Adolfsson. Andreas Gunnarsson is proposed to be re-elected as deputy director.
The nomination committee proposes re-election of Jonas Millqvist as chairman of the Board of Directors.
The proposed composition of the Board of Directors of the Company complies with the corporate governance code regarding independence. All directors except Martin Edlund are independent in relation to the Company and the company management. Jonas Millqvist and Martin Edlund are independent in relation to the Company’s major shareholders.
12. Election of auditor
The nomination committee proposes re-election of Ernst & Young AB (EY) as auditor of the Company. EY has informed that in the event it is re-elected, Andreas Mast will continue in his capacity as principal auditor.
13. Resolution regarding adoption of principles for the nomination committee
It is proposed that the Company shall have a nominations committee consisting of three persons in accordance with last year’s principles according to the following. Each of the Company’s two largest shareholders in terms of voting power as of 30 September 2022 shall each have the right to appoint a member of the nomination committee. In addition, the nomination committee shall consist of the chairman of the Board of Directors who shall convene the first meeting. The nominations committee appoints the chairman of the committee.
The nomination committee shall submit proposals to the 2023 Annual General Meeting for: a) election of chairman of the Annual General Meeting, b) resolution regarding number of board members, c) resolution regarding compensation to the chairman of the Board of Directors and each of the other directors d) election of board members, e) election of chairman of the board, f) resolution regarding remuneration to auditor, g) election of auditor, h) resolution regarding principles for appointing the nomination committee and i) resolution regarding principles for the nomination committee..
If any of the two members of the nomination committee appointed by the two largest shareholders by voting power resign from the nomination committee prior to completion of its work, the shareholder appointing the resigning member shall have the right to appoint a new member. In case any of the two largest shareholders by voting power sells all, not only a portion, of its shares in the Company prior to the nomination committee completing its work, instead of such shareholder the third largest shareholder shall have the right to appoint a new member etc.
Fees shall not be paid to members of the nomination committee. Upon request of the nomination committee, the Company shall, however, provide personnel resources to facilitate the work of the nomination committee, such as, for example, a secretary. If necessary, the Company shall also pay for other reasonable costs necessary for the work of the nomination committee.
Proposed resolutions by the Board of Directors
3. Preparation and approval of the voting register
The voting list, which is proposed for approval under item 3 of the agenda is the voting list that has been prepared by the chairman, based on the annual general meeting share register and advance votes received, and which has been verified by the adjusters.
8 b. Resolution on allocation of the Company’s results according to the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting resolves that the Company’s results be allocated according to the Board of Directors’ proposal in the annual report. The Board of Directors accordingly proposes that no dividend be paid for the financial year 2021.
14. Resolution regarding adoption of guidelines for compensation to senior executives
Compensation to senior management
Senior executives in the Company refer to the CEO and other members of the management group. The remuneration committee, which consists of the Board of Directors excluding the CEO, prepares the issue of adoption of guidelines for compensation and other terms of employment for senior executives, and proposes them to the board of directors.
The Board of Directors proposes the following guidelines for the determination of salaries and other compensation to senior management. For the purpose of ensuring that the Company is able to recruit and retain qualified senior executives, the fundamental principle is that the senior executives must be offered employment terms and compensation on market terms.
Salaries and other benefits: Compensation to the senior executives shall be comprised of a fixed salary and pension. The fixed salaries are normally reviewed on a calendar year basis. In addition to fixed salary, a variable salary may be implemented under the pre-requisite that the variable part never exceeds 25 percent of the yearly salary. In addition, senior management shall be entitled to customary non-monetary benefits such as, company cars and occupational healthcare. Other benefits may also be offered on an individual basis.
Pension: Senior executives shall be offered pension terms that include a defined plan for provisions with premiums based on the entire basic salary. The pension provisions are individual and shall be in relation to the basic salary.
Notice of termination period and severance pay: The notice period shall be a maximum of six months, if the Company gives the notice and a maximum of six months if the notice is given on the initiative of the senior executive. In the event of termination by the Company, severance pay may, in addition be paid in an amount corresponding to a maximum of six monthly salaries.
Incentive program: Resolution regarding share and share price-related incentive programs directed to senior executives shall be made by the Annual General Meeting.
Remuneration Committee: The remuneration committee, i.e. the board excluding the CEO, shall prepare issues regarding compensation principles, compensation and other terms of employment for senior executives. The more detailed principles for salary setting, pensions and other benefits shall be found in the salary policy established by the Remuneration Committee regarding senior executives.
Deviations in individual cases: The Board of Directors shall be entitled to deviate from these guidelines where there is special cause for such an individual case.
Compensation to Board of Directors
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