Annual General Meeting 2013
Investor AB’s Annual General Meeting (AGM) took place on Monday, April 15, 2013 at 4:00 p.m. at the City Conference Centre, Barnhusgatan 12-14, in Stockholm.
Approval of the Income Statement and the Balance Sheet
The Annual General Meeting (the “Meeting”) approved the income statement and the balance sheet for the parent company, as well as of the consolidated income statement and the consolidated balance sheet for the fiscal year 2012.
The Meeting resolved, in accordance with the proposal of the Board and the President, on dividend to the shareholders of SEK 7.00 per share. The record date was determined as Thursday, April 18, 2013. The dividend is expected to be distributed on Tuesday, April 23, 2013.
Board of Directors
The Meeting discharged the Members of the Board and the President from liability for the fiscal year 2012.
The Meeting re-elected the Board Members Josef Ackermann, Gunnar Brock, Sune Carlsson, Börje Ekholm, Tom Johnstone, Carola Lemne, Grace Reksten Skaugen, O. Griffith Sexton, Hans Stråberg, Lena Treschow Torell, Jacob Wallenberg, Marcus Wallenberg and Peter Wallenberg Jr.
The Meeting re-elected Jacob Wallenberg as Chairman of the Board.
Compensation to the Board of Directors
The Meeting resolved on compensation to the Board of in total 9,130,000 Swedish kronor, which will be divided, in cash and in so-called synthetic shares, as follows: 2,060,000 Swedish kronor to the Chairman, 550,000 Swedish kronor to the other eleven Members of the Board not employed by the Company, and a total of 1,020,000 Swedish kronor in cash for work in the committees of the Board.
Further, the Meeting resolved that the Members of the Board shall be entitled to elect to receive 50 per cent of the remuneration before taxes, excluding remuneration for committee work, in the form of synthetic shares. Each synthetic share shall after five years entitle to payment of an amount corresponding to the stock market price of a share of class B in the Company at the date of payment. Dividends on Investor shares of class B, during the period up and until payment are credited the Member of the Board of Directors in form of allocation of additional synthetic shares. Thus, not more than 4,055,000 Swedish kronor of remuneration to the Board shall consist of synthetic shares.
The Meeting elected the registered auditing company Deloitte AB as Auditor of the Company for the period until the end of the Annual General Meeting 2014. Deloitte AB has informed that the Authorized Public Accountant Thomas Strömberg will be auditor in charge for the audit.
Guidelines for Salary and Other Remuneration
The Meeting approved the Board of Directors’ proposal regarding guidelines for salary and other remuneration for the President and other Members of Management Group. The guidelines substantially accords with what was determined at the Annual General Meeting in 2012.
Long-term Variable Remuneration Program
The Meeting approved the scope and key principles of the long-term variable remuneration program for the Management Group and other employees for 2013, consisting of a Stock Matching Plan and a Performance Share Program which are connected to shares of class B.
According to the Stock Matching Plan all employees, who choose to participate in the program, by an own investment in Investor shares or by using shares already held in Investor, for each share that qualifies for participation in the Stock Market Plan (“Participation Share”) will receive two options (“Matching Options”) and a right to purchase one Investor share (“Matching Share”). The Participation Share may either be a share that the employee already owns or a share which is acquired during a period following the disclosure of Investors first interim report for 2013 as resolved upon by the board of directors (“Measurement Period”). The average volume weighted payment price for the Investor share during the Measurement Period is referred to as the “Participation Price”. Allotment occurs after a three-year vesting period. The Matching Share can be acquired for 10 Swedish kronor during a four-year period after the vesting period. During the same period, each Matching Option entitles the holder to purchase one Investor share at an exercise price corresponding to 120 per cent of the average volume weighted price of the share of class B during the Measurement Period.
According to the Performance Share Program, Senior Management, after a three-year vesting period, has the right during four years to acquire Investor shares (“Performance Shares”) at a price corresponding to 50 per cent of the Participation Price. The annual total return of the Investor share (including reinvested dividends) is measured quarterly during the vesting period and must exceed the interest on 10-year government bonds with more than 10 percentage points in order for Senior Management to be entitled to acquire the maximum number of Performance Shares, which supposedly has been allotted to the respective Senior Manager. If the total return does not exceed the 10-years interest on government bonds with at least 2 percentage points, then Senior Management is not entitled to acquire any shares. If the total return is between the 10-years interest on government bonds plus 2 percentage points and the 10-years interest on government bonds plus 10 percentage points, then a proportional (linear) calculation of the number of shares that may be acquired shall be made.
Assuming a Participation Price of SEK 170, the highest number of shares which can be acquired by the employees as a result of the Matching Options will be 200,000. The highest number of Matching Shares that the employees can have the right to acquire, including estimated remuneration for dividends, amounts to 130,000. The highest number of Performance Shares that Senior Management can have the right to acquire, including estimated remuneration for dividends, amounts to 620,000. The highest number of shares that can be acquired under the long-term variable remuneration is, in order to maintain the value given above, dependent upon the Participation Price and can thus increase or decrease.
Purchase and Transfer of the Company’s Own Shares
The Meeting authorized the Board, for the time until the annual general meeting of 2014, to decide on the purchase and transfer of the Company’s own shares of class A and class B, in order to give the Board wider freedom of action in their work with the Company’s capital structure, to enable transfer of own shares under the long-term variable remuneration program, and to secure the costs, including the social security payments, in connection with the said program and with the allocation of synthetic shares as part of the remuneration to the Board of Directors.
The Meeting further resolved that transfer of own shares of class B in the Company shall be possible to employees participating in the long-term variable remuneration program 2013. A maximum of 1,400,000 shares or the higher number that may follow from a recalculation because of a split, bonus issue or similar action may be transferred. Transfer of own shares to employees shall be possible during the period and at the prices which employees are entitled to purchase shares under the program. The Company currently holds 5,661,562 own B-shares.
Statutory Board Meeting
At the statutory meeting of the Board, held in conjunction with the Meeting, the following Members of the Board were elected to the Remuneration Committee: Jacob Wallenberg (Chairman), O. Griffith Sexton and Lena Treschow Torell. The following Members of the Board were elected to the Audit Committee: Sune Carlsson (Chairman), Jacob Wallenberg and Peter Wallenberg Jr. The following Members of the Board were elected to the Finance and Risk Committee: Grace Reksten Skaugen (Chairman), Gunnar Brock and Jacob Wallenberg.
At the statutory meeting, the Board approved, in accordance with the recommendation of the Nomination Committee, to, as in 2012, establish a policy pursuant to which the Members of the Board, that do not already have such holding, are expected to, over a five year period, acquire an ownership in Investor shares (or a corresponding exposure to the Investor share, for example in synthetic shares) with a market value which is expected to correspond to at least one year board remuneration, before taxes, excluding remuneration for committee work.