Page 43

AAK Annual Report 2016

SODQWVZLWKDSSURSULDWHRI¿FLDOSHUPLWVLQDOOFRXQWULHVLQZKLFKZH operate. In Sweden, the operations in Karlshamn are licensable under Swedish law. Employees The recruitment of skilled and competent personnel is an important component in maintaining competitiveness for the AAK Group. The Group therefore has continuous active programs for personnel development. Risk management and sensitivity analysis All business operations involve risk – a controlled approach to ULVNWDNLQJLVDSUHUHTXLVLWHIRUPDLQWDLQLQJJRRGSUR¿WDELOLW\ Risks may depend on events in the operating environment and may affect a certain sector or market. A risk may also be purely FRPSDQ\VSHFL¿FRUFRXQWU\VSHFL¿F$W$$.HIIHFWLYHULVN management is a continual process which is conducted within the framework of operational management and forms a natural part of the day-to-day monitoring of operations. For more detailed information, please refer to the section on Risks on page 22 and to Note 3, Financial Risk Management. External risks 7KH$$.*URXSLVHSRVHGWRWKH¿HUFHFRPSHWLWLRQZKLFK FKDUDFWHULVHVWKHLQGXVWU\UHODWHGWRÀXFWXDWLRQVLQUDZPDWHULDO prices which affect capital tied up. Operational risk The raw materials used in operations are agricultural products, and availability may therefore vary due to climatic and other external factors. Financial risk 7KH*URXS¶VPDQDJHPHQWRI¿QDQFLDOULVNVLVGHVFULEHGLQ1RWH Financial Risk Management. Corporate Governance Report For information on the composition and work, etc., of the Board of Directors, see the Corporate Governance Report on page 79. Parent The Company is the holding company of the AAK Group, and its DFWLYLWLHVFRQVLVWPDLQO\RIMRLQW*URXSIXQFWLRQVFRQQHFWHGWRWKH development and management of the Group. The Parent employs personnel with skills and competencies to execute group-wide ¿QDQFLQJDFFRXQWLQJLQIRUPDWLRQKXPDQUHVRXUFHVDQG,77KH Parent is also responsible for Group strategy and risk management, and provides legal and tax-related services to Group companies. The costs of Group Functions have increased, primarily on account of research and development initiatives. This innovation initiative is an important part of both the company program recently ended and the new program, The AAK Way. The Parent’s invoicing in 2016 amounted to SEK 95 million 7KHSUR¿WDIWHU¿QDQFLDOLWHPVDPRXQWHGWR6(.PLOOLRQ (1). Interest-bearing liabilities minus cash and cash equivalents and interest-bearing assets were SEK -1,301 million (-1,007). Investments in intangible non-current assets and property, plant and equipment amounted to SEK 5 million (4). The Parent had a total of 31 (29) employees on December 31, 2016. 1RVLJQL¿FDQWHYHQWVKDYHRFFXUUHGDIWHUWKHHQGRIWKHUHSRUWLQJ period. 39 Share capital and shareholder structure The total number of shares in AAK as at December 31, 2016 was 42,288,489. There is one class of shares in AAK, and each share entitles the holder to one vote. There are no limits as regards how many votes each shareholder may cast at an Annual General Meeting. Nor are there any limitations regarding the transfer of the shares resulting from provisions in law or in the Articles of Association. Of the Company’s shareholders, only Melker Schörling AB (publ.) has a shareholding which represents at least one-tenth of the number of votes of all shares in AAK. Melker Schörling AB (publ.)’s shareholding as at December 31, 2016 amounted to 32.9 percent of the shares and votes. AAK is not aware of any agreement between direct shareholders of AAK that would involve limitations in the right to transfer shares. The shareholder structure is described further in the section on the AAK Share, pages 88–89. Articles of Association The Articles of Association stipulate that Board members shall be appointed by the Annual General Meeting of AAK. The Articles of Association contain no provisions regarding dismissal of Board members or regarding amendment of the Articles of Association. Important agreements affected by change in control UHVXOWLQJIURPRI¿FLDOWDNHRYHUELG 7KH*URXS¶VORQJWHUP¿QDQFLQJDJUHHPHQWFRQWDLQVVWLSXODWLRQV that, in certain cases, give the lender the right to request advance payment if control of AAK changes substantially. Such a substantial FKDQJHLQFRQWUROFDQRFFXUDVDUHVXOWRIDQRI¿FLDOWDNHRYHUELG AAK’s assessment is that it has been necessary to accept these VWLSXODWLRQVLQRUGHUWRREWDLQ¿QDQFLQJRQWHUPVZKLFKDUHRWKHU- wise acceptable. Guidelines for remuneration of senior executives Guidelines for the remuneration of the CEO and other senior executives were adopted by the 2016 Annual General Meeting. No deviations from these guidelines have been made. The Board of Directors of AAK proposes that the 2017 Annual General Meeting resolve that the same guidelines for remuneration of senior executives be applied in 2017 as in 2016. The present guidelines are contained in Note 8, Remuneration of the Board of Directors and Senior Executives. 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 a resolution by 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. Product development The Group’s product development operations are described in further detail on pages 12–19. Environment The environmental impact from our plants includes emissions of odorous substances, solvents, smoke and gases into the atmosphere, as well as discharging fats, oxygen-consuming material, and nutrients into the water, and also creating organic waste and noise. We continually review our impact on all levels to further improve environmental performance at AAK. We operate all our


AAK Annual Report 2016
To see the actual publication please follow the link above