At the Annual General Meeting of Getinge AB held on 30 March 2016, the following was resolved.
Carl Bennet (Chairman), Johan Bygge, Cecilia Daun Wennborg, Carola Lemne, Alex Myers, Malin Persson, Johan Stern and Maths Wahlström were re-elected as members of the Board. Johan Malmquist was elected new member of the Board.
It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 5,175,000 excluding remuneration for Committee work, of which SEK 1,150,000 to the Chairman and SEK 575,000 to each of the other Board members elected by the Meeting who are not employees of Getinge Group. In addition hereto, the Meeting resolved that work in the Audit Committee shall, unchanged, be compensated with SEK 240,000 to the Chairman and SEK 120,000 to each of the other members, while work in the Remuneration Committee work shall be, unchanged, compensated with SEK 125,000 to the Chairman and SEK 92,000 to each of the other members.
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 and Eric Salander co-auditor. It was resolved that auditor fees shall be paid in accordance with approved account.
In accordance with the proposal of the Board of Directors and the CEO, the Annual General Meeting resolved to declare a dividend of SEK 2.80 per share. 1 April 2016 was determined as record date for dividend.
The Annual General Meeting approved the proposal of the Board regarding guidelines for remuneration to senior executives, which principally involve the following. Remuneration and other terms and conditions of employment for senior executives shall be based on market conditions and be competitive in all markets where Getinge operates, to ensure that competent and skilful employees can be attracted, motivated and retained. The total remuneration to senior executives shall comprise basic salary, variable remuneration, pensions and other benefits. The variable remuneration shall be limited and connected to predetermined and measurable criteria elaborated with the purpose to promote the long-term added value of the company. The Board shall retain the right to deviate from the guidelines if motivated by particular reasons on an individual basis.
The Annual General Meeting approved the proposal of the Board regarding amendments to the Articles of Association, entailing that the Board shall, in addition to any members who pursuant to Swedish law may be appointed other than by a General Meeting of the Company, comprise of no fewer than three and no more than nine members with a maximum of nine deputy members and that the term of the auditor shall be one year.
The Annual General Meeting resolved to approve the Board’s proposal regarding the implementation of a long-term incentive program (LTIP 2016) and hedging activities in view of the program through amendments of the Articles of Association (entailing that the company shall be able to issue new convertible and redeemable shares of series C with one (1) vote and not entitle to dividends) and that the Board shall be authorised to resolve on a new share issue of series C shares to a third party and the repurchase of such shares and transfer of series B shares to the participants in the program.
The program comprises the CEO and the Getinge Executive Team involving 11 individuals, and additionally a maximum of 75 other senior executives and key employees in Getinge Group. LTIP 2016 entails that the participants shall be entitled to receive performance shares free of charge if the performance condition has been fulfilled during the performance period (2016-2018). The allotment of performance shares shall be based on the minimum level and the maximum target level, respectively, as resolved by the Board, in relation to the accumulated development of the EPS[1] during the performance period. The accumulated EPS during the performance period shall amount to SEK 33. The minimum level for allotment shall be that 90% of the performance condition is reached and the maximum level for allotment shall be that the performance condition is exceeded with 10% or more.
The maximum number of performance shares that may be allotted under LTIP 2016 amounts to 439,390 Getinge shares of series B. The total cost for LTIP 2016, including social security contributions, under the three year performance period is estimated to amount to approximately MSEK 93.7, provided that the performance condition is fully met.
[1] Earnings per share before dilution are calculated by dividing net profit for the year attributable to the Parent Company’s shareholders by the weighted average number of shares outstanding during the period.
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