Annual General Meeting 2019
The resolutions passed at Investor’s Annual General Meeting (the ”Meeting”) on May 8, 2019, included the following.
Approval of the income statement and the balance sheet
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 2018.
The Meeting resolved, in accordance with the proposal of the Board, on dividend to the shareholders of SEK 13.00 per share to be paid in two installments. At the first installment SEK 9.00 per share is paid with the record date Friday, May 10, 2019. At the second installment SEK 4.00 per share is paid with the record date Monday, November 11, 2019. The dividend is expected to be distributed on Wednesday, May 15, 2019, and on Thursday, November 14, 2019.
Board of Directors
The Meeting discharged the Members of the Board and the President from liability for the fiscal year 2018.
The Meeting re-elected, in accordance with the Nomination Committee’s proposal, the Board Members Gunnar Brock, Johan Forssell, Magdalena Gerger, Tom Johnstone, Sara Mazur, Grace Reksten Skaugen, Hans Stråberg, Lena Treschow Torell, Jacob Wallenberg and Marcus Wallenberg. Josef Ackermann had declined re-election. In accordance with the Nomination Committee’s proposal, the Meeting elected Dominic Barton as new Member of the Board of Directors and re-elected Jacob Wallenberg as Chair of the Board of Directors.
Compensation to the Board of Directors
The Meeting resolved on compensation to the Board in accordance with the Nomination Committee’s proposal of in total SEK 11,700,000, which will be divided, in cash and in so-called synthetic shares, as follows: SEK 2,800,000 to the Chair, SEK 1,625,000 to the Vice Chair, SEK 750,000 to the other eight Members of the Board not employed by the Company, and a total of SEK 1,275,000 in cash for work in the committees of the Board. The compensation for work in the committees of the Board is allocated in the sum of SEK 305,000 to the Chair of the Audit and Risk Committee and SEK 200,000 to the three other Members each, SEK 180,000 to the Chair of the Remuneration Committee and SEK 95,000 to the two other Members each.
The Meeting re-elected Deloitte AB as Auditor of the Company for the period until the end of the Meeting 2020 in accordance with the Nomination Committee’s proposal.
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 the Extended Management Group. The guidelines corresponds in substance with the guidelines decided by the Meeting 2018.
Long-term variable remuneration programs
The Meeting approved, in accordance with the Board of Directors’ proposal, the scope and key principles of both the long-term variable remuneration program for employees within Investor, excluding Patricia Industries (consisting of a Stock Matching Plan and a Performance-Based Share Program), and the long-term variable remuneration program for employees within Patricia Industries (based on the same structure as the program for Investor, but related to the value growth of Patricia Industries instead of the Investor share). The programs are substantially the same as the programs decided by the Meeting 2018.
Purchase and transfer of own shares
The Meeting authorized the Board, for the time until the Meeting of 2020, 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 for employees within Investor, 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 2019. A maximum of 600,000 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 1,985,145 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 (Chair), Tom Johnstone and Lena Treschow Torell. The following Members of the Board were elected to the Audit and Risk Committee: Grace Reksten Skaugen (Chair), Gunnar Brock, Magdalena Gerger and Jacob Wallenberg. Marcus Wallenberg was elected to Vice Chair of the Board of Directors of Investor AB.
At the statutory meeting, the Board approved, in accordance with the recommendation of the Nomination Committee, to, as in 2018, 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.
The Board of Directors
Investor AB (publ)