Annual General Meeting 2012
A total of 660 shareholders and guests representing 50% of shares and 68,7% of the total number of votes, participated at Getinge's Annual General Meeting on March 28, 2012, in Halmstad. The entire Board of Directors, the CEO, the Chief Financial Officer and the Company's auditors were present at the meeting.
At the Annual General Meeting, the following was resolved.
Election of Board of Directors
For the period until the close of the next Annual General Meeting, the Meeting elected Carl Bennet (Chairman), Johan Bygge, Cecilia Daun Wennborg, Carola Lemne, Johan Malmquist and Johan Stern (all re-election) and Mats Wahlström (new election) as members of the Board. The Chairman informed that the employee organizations had appointed Jan Forslund and Henrik Blomdahl as members of the Board, with Thomas Funk and Peter Jörmalm as deputy members.
Fees to the Board of Directors
The Meeting resolved in accordance with the proposal of the Nomination Committee that fees to the members of the Board elected by the Annual General Meeting be paid in a total amount of SEK 3,500,000, of which SEK 1,000,000 shall be paid to the Chairman and SEK 500,000 to each of the other members elected by the Annual General Meeting who are not employed in the Group. In addition, the Meeting resolved that fees for work on the Audit Committee be paid in an amount of SEK 690,000, of which SEK 230,000 shall be paid to the Chairman and SEK 115,000 to each of the other members, and that fees to the Remuneration Committee be paid in an amount of SEK 296,000, of which SEK 120,000 shall be paid to the Chairman and SEK 88,000 to each of the other members.
According to the proposal of the Board of Directors and the CEO, the Annual General Meeting resolved to declare a dividend of SEK 3.75 per share. Monday 2 April 2012 was determined as record date for dividend.
Guidelines for Remuneration to Senior Executives
The Annual General Meeting approved the proposal of the Board regarding guidelines for remuneration to senior executives. The proposal principally implies the following. Remuneration and other terms and conditions of employment for senior executives shall be based on market conditions and be competitive in all markets where Getinge operates, to ensure that competent and skillful employees can be attracted, motivated and retained. Individual levels of remuneration shall be based on experience, competence, responsibility and achievement. The total remuneration to senior executives shall comprise basic salary, variable remuneration, pensions and other benefits. Each year the Board of Directors shall evaluate whether a share-based or share price-based incentive program shall be proposed to the General Meeting or not.