Annual General Meeting 2020

Dividend

In accordance with the proposal by the Board of Directors and the CEO, the Annual General Meeting resolved to declare a dividend of SEK 1.50 per share. 30 June 2020 was determined as record date for dividend. The dividend is expected to be distributed by Euroclear Sweden AB starting Friday 3 July 2020.

Discharge from liability

The Board members and the CEO were discharged from liability for their administration of the company for the financial year 2019.

Board of Directors and remuneration

Carl Bennet, Johan Bygge, Cecilia Daun Wennborg, Barbro Fridén, Dan Frohm, Sofia Hasselberg, Johan Malmquist, Mattias Perjos, Malin Persson and Johan Stern were re-elected as members of the Board. Johan Malmquist was re-elected as Chairman of the Board.

It was recorded that Åke Larsson and Rickard Karlsson have been appointed as board members by the employee organizations, with Peter Jörmalm and Fredrik Brattborn as deputies. Fredrik Brattborn who is a new appointment of the Getinge Board of Directors is born 1976. He is appointed by IF Metall and an employee of Getinge since 2000. Fredrik is a Workshop technician at Getinge Disinfection AB. The other representatives appointed by the employee organizations have previously been part of the Getinge Board of Directors.

It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 6,305,000 of which SEK 1,425,000 to the Chairman and SEK 610,000 to each of the other Board members elected by the Meeting who are not employees of the Getinge Group. In addition hereto, the Meeting resolved that work in the Audit Committee shall be compensated with SEK 270,000 to the Chairman and SEK 135,000 to each of the other members, while work in the Remuneration Committee shall be compensated with SEK 130,000 to the Chairman and SEK 97,000 to each of the other members.

Auditor and fees

The registered public accounting firm Öhrlings PricewaterhouseCoopers AB was re-elected auditor of the company for a term of one year. The public accounting firm has informed that Johan Rippe will be the principal auditor. It was resolved that auditor fees shall be paid in accordance with approved account.

Guidelines for remuneration to senior executives

The Annual General Meeting resolved to approve the Board of Directors proposal regarding guidelines for remuneration to senior executives. The guidelines entail a level of remuneration, which in principle is equivalent to the remuneration for the financial year 2019. The guidelines cover the individuals who, during the validity period of the guidelines, are included in the group management of Getinge AB (publ).

The guidelines shall be applicable on remuneration agreed, and amendments in remunerations already agreed, after the adoption of these guidelines by the Annual General Meeting 2020. The guidelines do not apply on any remuneration decided on by the General Meeting.

The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. The remuneration committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters, which include any resolutions to derogate from the guidelines.

Principles for the appointment of, and instructions for, the Nomination Committee

The Annual General Meeting resolved to approve the Nomination Committee’s proposal regarding principles for the appointment of, and instructions for, the Nomination Committee. The principles stipulates in general that the Nomination Committee in respect of the Annual General Meeting shall be composed of members appointed by the four largest shareholders in terms of voting rights, based on a list of owner-registered shareholders from Euroclear Sweden AB or other reliable ownership information, as of August 31 of each year, and the chairman of the Board of Directors. In addition, if the chairman of the Board in consultation with the member appointed by the largest shareholder in terms of voting rights deems it appropriate, it shall include an, in relation to the company and its major shareholders, independent representative of the minor shareholders as a member of the Nomination Committee. The instruction further include, inter alia, principles applicable if any member should resign from the Nomination Committee or measures in the event of significant changes in ownership structure and also guidelines for the assignment and work of the Nomination Committee.

No remuneration shall be paid to the members of the Nomination Committee. Any necessary expenses for the Nomination Committee's work shall be borne by the company. The Nomination Committee has the right to charge the company with reasonable costs, such as recruitment costs, if it is deemed necessary to obtain a suitable selection of candidates for the Board of Directors

Amendment of the articles of association

In accordance with the proposal by the Board of Directors, the Annual General Meeting resolved to adopt the Articles of Association with the minor amendments intended to adapt the wording to already implemented changes in legislation and upcoming changes due to the implementation of the EU Shareholder Rights Directive II.