and complete minutes from previous Annual General
Meetings and Extraordinary General Meetings are
published at www.aak.com.
Annual General Meeting 2018
The Annual General Meeting held on May 30, 2018
was attended by shareholders representing around 63
percent of the share capital and votes in the company.
Mikael Ekdahl was elected Chairman of the Meeting.
The Annual General Meeting adopted the income
statement and balance sheet, as well as the consolidated
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income statement and consolidated balance
sheet. Following this, the Annual General Meeting
approved the Board’s proposal for a dividend for the
2017 financial year of SEK 8.75 per share. Märta
Schörling Andreen, Gun Nilsson, Bengt Baron, Lillie
Li Valeur and Marianne Kirkegaard were re-elected
as ordinary members of the Board of Directors. Georg
Brunstam was elected as new member of the Board of
Directors. Georg Brunstam was elected Chairman of
the Board. The employee organizations had appointed
Lena Nilsson (PTK-L) and Leif Håkansson (IF Metall)
as employee representative members of the Board,
and Ingvar Andersson (IF Metall) and Fredrik Rydberg
(PTK-L) as deputy members of the Board. The Annual
General Meeting did not authorize the Board to resolve
on the issue of new shares by the Company or the
acquisition of the Company’s own shares.
Nomination Committee
The Annual General Meeting decides on the election of
the Board, among other items. The task of the Nomination
Committee is to make proposals to the Annual
General Meeting regarding the election of the Chairman
and other members of the Board and of the Chairman
of the Meeting, and regarding remuneration issues and
related issues.
Nomination Committee for the Annual General Meeting
in 2019
At the Annual General Meeting 2018, Märta Schörling
Andreen (Melker Schörling AB), Henrik Didner (Didner
& Gerge Fonder), Lars-Åke Bokenberger (AMF Fonder)
and Yvonne Sörberg (Handelsbanken fonder) were
elected members of the Nomination Committee in
respect of the Annual General Meeting 2019. Märta
Schörling Andreen was elected Chairman of the
Nomination Committee. In accordance with the Annual
General Meeting’s resolution, and the share register as
of August 30, 2018, Leif Törnvall (Alecta) has replaced
Yvonne Sörberg (Handelsbanken fonder) as member of
the Nomination Committee.The members of the Nomination
Committee represent around 42 percent of the
votes in AAK. The decision also included the opportunity
to change the composition of the Nomination Committee
in the event of a change in ownership. During the year,
the Nomination Committee held two minuted meetings.
At this meeting, the Chairman reported on the evaluation
work, whereupon the Nomination Committee
discussed any changes and new recruitment. The
Nomination Committee has been contactable by letter
with proposals from shareholders. The members of the
Nomination Committee have not received any remuneration
from AAK for their work. Shareholders who wish
to contact the Nomination Committee can send letters
addressed to AAK AB (publ.), Valberedningen, Skrivaregatan
9, SE-215 32 Malmö, Sweden.
The Board of Directors and its activities
The tasks of the Board are regulated in the Swedish
Companies Act and the Articles of Association. In addition
to this, the work of the Board is regulated by the
working practices adopted by the Board each year. The
procedural rules of the Board also regulate the distribution
of work and responsibilities between the Board, the
Chairman of the Board and the CEO and also include
procedures for financial reporting by the CEO to the
Board. According to the current working practices, the
Board shall meet at least six times each year, including
a statutory meeting following election held immediately
after the Annual General Meeting. The tasks of the
Board shall include setting strategies, business plans,
budgets, interim reports and year-end reports for AAK.
The Board shall also monitor the work of the CEO,
appoint and dismiss the CEO and decide on important
changes to AAK’s organization and operation. The
most important tasks of the Board are to set the overall
goals for the company’s operation and to decide on the
company’s strategy for achieving the goals; to ensure