Documents for Annual General Meeting
At the AGM, the following was resolved.
Adoption of the Income Statement and the Balance Sheet
The AGM adopted the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet for the financial year 2020.
Dividend
In accordance with the proposal by the Board of Directors and the CEO, the AGM resolved to declare a dividend of SEK 3.00 per share. Thursday 22 April 2021 was determined as record date for dividend. The dividend is expected to be distributed by Euroclear Sweden AB starting Tuesday 27 April 2021.
Discharge from liability
The Board members and the CEO were discharged from liability for their administration of the company for the financial year 2020.
Board of Directors and remuneration
In accordance with the proposal by the Nomination Committee, Carl Bennet, Johan Bygge, Cecilia Daun Wennborg, Barbro Fridén, Dan Frohm, Sofia Hasselberg, Johan Malmquist, Mattias Perjos and Malin Persson were re-elected as members of the Board and Kristian Samuelsson was elected as new member of the Board. Kristian Samuelsson Professor of orthopaedic surgery at the University of Gothenburg and senior consultant in orthopaedic surgery at Sahlgrenska University Hospital. Kristian succeed the previous member of the Board, Johan Stern, who has declined re-election.
Johan Malmquist was re-elected as Chairman of the Board.
It was recorded that Åke Larsson and Rickard Karlsson remain as board members appointed by the employee organizations, with Peter Jörmalm and Fredrik Brattborn as deputies.
It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 6,515,000 of which SEK 1,475,000 to the Chairman and SEK 630,000 to each of the other Board members elected by the Meeting who are not employees of the Getinge group of companies. In addition hereto, the Meeting resolved that work in the Audit Committee shall be compensated with SEK 280,000 to the Chairman and SEK 140,000 to each of the other members, while work in the Remuneration Committee shall be compensated with SEK 140,000 to the Chairman and SEK 100,000 to each of the other members.
Auditor and fees
In accordance with the proposal by the Nomination Committee, the AGM resolved to re-elect the registered public accounting firm Öhrlings PricewaterhouseCoopers AB as auditor of the company for a term of one year. The public accounting firm has informed that Peter Nyllinge will be the principal auditor. It was resolved that auditor fees shall be paid in accordance with approved account.
Remuneration report
The AGM resolved to approve the Board’s report over remunerations in accordance with the Chapter 8 section 53 a, the Swedish Companies Act, regarding the financial year 2020.
Guidelines for remuneration to senior executives
The AGM resolved to approve the Board of Directors proposal regarding guidelines for remuneration to senior executives. The guidelines are in principle equivalent to the guidelines resolved by the AGM 2020, however the term of validity in the guidelines have been amended to correspond with applicable regulations entailing that the Board of Directors shall draft a proposal for new guidelines every fourth year and not every year as earlier stated. 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 the guidelines by the AGM 2021. 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.