79 Remuneration and audit issues are prepared within the respective committees. The Board holds a statutory meeting immediately after the Annual General Meeting. At this meeting, the Board’s working practices are also adopted, as are the instructions to the CEO and the Committees and other internal management instruments. The current Board held its statutory meeting on May 5, 2015, at which meeting all members were in attendance. Chairman of the Board At the Annual General Meeting held on May 5, 2015, Melker Schörling was elected Chairman of the Board. The role of the Chairman of the Board is to lead the work of the Board and ensure the Board fulfils its tasks. The Chairman shall monitor the progress of the business in dialogue with the CEO, and is responsible for ensuring the other members continuously receive the information required to carry out the work on the Board, maintaining the required quality and in accordance with the Swedish Companies Act and other applicable laws and ordinances, the Articles of Association and the working practices of the Board. The Chairman is responsible for ensuring the Board constantly develops its knowledge about the Company, that an evaluation of the Board’s work is carried out and that the Nomination Committee is provided with this evaluation. The Chairman shall also participate in evaluation and development issues relating to senior executives in the Group. The work of the Board in 2015 The Board held nine meetings during the year. All business area managers reported on the goals and business strategies of the business areas. The Board has handled issues relating to staffing and organization. Decisions have been made relating to investments, acquisitions and disposals. Other areas handled are the Group’s work on raw materials supply, risk management and the Company’s strategy for capital structure and borrowing. Attendance at Board and committee meetings in 2015 Member Board of Directors Audit Committee Remuneration Committee Number of meetings 9 4 1 Märit Beckeman 3 1 Marianne Kirkegaard 7 Lillie Li Valeur 9 4 Märta Schörling 9 Arne Frank 9 Leif Håkansson 9 Melker Schörling 9 1 Ulrik Svensson 9 4 Annika Westerlund 7 For information about the members of the Board, see pages 28–29. Fees to Board members According to the decision of the Annual General Meeting, the total fees to the Board amounted to SEK 2,385,000, to be allocated between the members as follows: SEK 620,000 to the Chairman and SEK 310,000 to each of the other members elected at the Annual General Meeting who are not employed by the company. The Chairman of the Audit Committee received SEK 250,000 and the members SEK 125,000 each. The Chairman of the Remuneration Committee received SEK 100,000 and the member SEK 50,000. The CEO, the secretary to the Board and employee representatives to the Board do not receive any compensation other than for costs in connection with their participation in Board activities. For further information about remuneration to members of the Board, please see pages 61–62. Evaluation of the CEO The Board continuously evaluates the work and competence of the CEO and the Company’s management team. This is discussed at least once a year without representatives of the Company management being present. Guidelines for remuneration of senior executives The Annual General Meeting in 2015 approved the principles for the remuneration of senior executives. The principles for the remuneration of AAK’s senior executives are designed to ensure, from an international perspective, that AAK can offer compensation that is competitive and at the prevailing market level to attract and retain qualified people. The total remuneration package paid to senior executives shall consist of fixed basic salary, annual variable salary, pension, company car and severance payment. The fixed salary shall be individually differentiated on the basis of responsibility and performance, and shall be set on market principles and revised annually. In addition to annual salary, senior executives shall also receive a variable salary, which shall have a pre-set ceiling and be based on the outcome in relation to goals set annually. The goals shall be related to the company’s performance and shall also be able to be linked to individual areas of responsibility. The annual variable portion must not exceed 110 percent of the fixed salary. In addition to the variable salary mentioned, share or share-price related incentive programmes may be added as determined from time to time by the Annual General Meeting. The right to a pension for senior executives shall apply from the age of 60 at the earliest. Pension plans for senior executives shall be either defined benefit or defined contribution plans, or a combination of the two. In the event of termination of employment by the Company, the notice period for the President and other senior executives shall be twelve months, and they shall be entitled to receive severance pay with a pre-determined ceiling corresponding to twelve months’ salary. For termination of employment by the employee, a notice period of six months shall normally apply and no severance pay shall be payable. These guidelines will cover those persons who are in Group management positions during the period of time in which the guidelines apply. The guidelines apply to agreements entered into after the resolution of the Annual General Meeting, and in the event that changes are made to existing agreements after this point in time. The Board will be entitled to diverge from the guidelines if there are particular reasons to do so in an individual case. Incentive programme 2010–2015 An incentive programme was introduced for senior executives and key personnel in the Group in accordance with the resolution of the Extraordinary General Meeting of November 8, 2010. The 2011 Annual General Meeting decided that the programme would also include other employees within the Group. Within the framework of this programme, 1,500,000 share warrants, carrying an entitlement to subscribe for an equivalent number of shares in AAK, have been issued to the wholly-owned subsidiary, AarhusKarlshamn Invest AB, and offered for sale to participants in the programme. Around 100 senior executives and key personnel within the Group, as well as other employees, acquired approximately 1,300,000 share warrants. 597,250 new shares in the Company were issued in 2014 and 569,400 new shares in the Company were issued in 2015. They were subscribed for using share warrants. The programme ended on December 1, 2015.
AAK Annual Report 2015
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