Documents for Annual General Meeting
At the Annual General Meeting of Getinge AB (publ) held on 26 April 2023, 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 2022.
In accordance with the proposal by the Board of Directors and the CEO, the AGM resolved to declare a dividend of SEK 4.25 per share. Friday 28 April 2023 was determined as record date for dividend. The dividend is expected to be distributed by Euroclear Sweden AB starting Thursday 4 May 2023.
Discharge from liability
The Board members and the CEO were discharged from liability for their administration of the company for the financial year 2022.
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, Johan Malmquist, Mattias Perjos, Malin Persson and Kristian Samuelsson were re-elected as members of the Board.
Johan Malmquist was re-elected as Chairman of the Board.
It was recorded that Åke Larsson and Fredrik Brattbord will remain as board members appointed by the employee organizations, with Ida Gustafsson and Pontus Käll as deputies.
It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 6,287,625 of which SEK 1,578,375 to the Chairman and SEK 672,750 to each of the other Board members elected by the AGM who are not employees of the Getinge group of companies. In addition hereto, the AGM resolved that work in the Audit and Risk Committee shall be compensated with SEK 300,150 to the Chairman and SEK 146,970 to each of the other members, that work in the Remuneration Committee shall be compensated with SEK 150,075 to the Chairman and SEK 108,675 to each of the other members, and that work in the Ethics & Sustainability Committee, in the event that the Board decides to establish such a committee, shall be compensated with SEK 150.075 to the Chairman and SEK 108,675 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 auditing company Öhrlings PricewaterhouseCoopers AB as auditor of the company for a term of one year. Öhrlings PricewaterhouseCoopers AB has informed that Peter Nyllinge will be the auditor in charge. It was resolved that auditor fees shall be paid in accordance with approved invoices.
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 2022.
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 2022, save for that the regulations for pension contributions for Senior Executives, excluding the CEO, have been clarified in order to specify a common cap, regardless of which pension plan the Senior Executives belong to.
The guidelines shall be applicable on remuneration agreed, and amendments in remunerations already agreed, after the adoption of the guidelines by the AGM 2023. 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.
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