Annual General Meeting of Securitas AB (publ), 2012
Monday, May 7, 2012
At today's Annual General Meeting of Securitas AB (publ) the following was resolved:
The Annual General Meeting adopted the Statement of Income and the Balance Sheet as per 31 December, 2011. The Annual General Meeting discharged the Board of Directors and the President from liability for the financial year 2011.
In accordance with the proposal of the Board, the Meeting resolved to declare a dividend of SEK 3.00 per share. May 10, 2012 was determined as record date for dividend and payment from Euroclear Sweden AB is expected to commence on May 15, 2012.
Board of Directors
The Annual General Meeting resolved that the number of Board members shall be eight with no deputy members. The Meeting re-elected Fredrik Cappelen, Carl Douglas, Marie Ehrling, Annika Falkengren, Alf Göransson, Fredrik Palmstierna,Melker Schörlingand Sofia Schörling-Högberg.Melker Schörlingwas re-elected Chairman of the Board. The fee to the Board members was determined to SEK 4,700,000 in total (including fees for committee work) apportioned so that the Chairman of the Board shall receive SEK 1,000,000, the deputy Chairman SEK 750,000 and the other Board members, except for the President, SEK 500,000 each. The Chairman of the Audit Committee shall receive SEK 200,000, the Chairman of the Remuneration Committee SEK 100,000, a member of the Audit Committee SEK 100,000 and a member of the Remuneration Committee SEK 50,000.
As auditors, the Annual General Meeting decided to elect the auditing firm PricewaterhouseCoopers, Stockholm, with authorized accountant Peter Nyllinge as auditor in charge, for a period up to and including the annual general meeting for 2013. The auditor’s fees are to be paid as per agreement.
The Meeting re-elected Gustaf Douglas (Investment AB Latour, etc.), Mikael Ekdahl (Melker SchörlingAB) Jan Andersson (Swedbank Robur Fonder), Henrik Didner (Didner & Gerge) and elected Johan Ståhl (Lannebo Fonder) as members of the Nomination Committee before the Annual General Meeting 2013. Gustaf Douglas was appointed Chairman of the Committee.
Guidelines for remuneration to management
The Annual General Meeting resolved on the adoption of guidelines for remuneration to management, principally entailing that the total remuneration shall be competitive and in accordance with market conditions. The benefits shall consist of fixed salary, possible variable remuneration and other customary benefits and pension. The variable remuneration shall have an upper limit and be related to the fixed salary. The variable remuneration shall be based on the outcome in relation to set targets and be in line with the interests of the shareholders. Pension benefits shall be fee-based and pension rights shall be applicable as from the age of 65, at the earliest. The variable remuneration shall not be pension qualifying unless local regulations provide otherwise. The complete guidelines are published on the company website www.securitas.com.
The Annual General Meeting resolved on a share and cash bonus scheme, a similar incentive scheme the Annual General Meetings 2010 and 2011 resolved on. Approximately 2,500 Securitas employees previously participating in the Securitas cash bonus schemes will participate in the Incentive Scheme and thereby be entitled to receive a part of the yearly cash bonus in the form of shares in Securitas, provided that certain predetermined and measurable performance criteria, which applied under the cash bonus schemes, are met.
The Annual General meeting decided that the Incentive Scheme will be hedged by the entry of Securitas into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer shares in the company to employees participating in the scheme. Further information is published on the company website www.securitas.com.
President and CEO Alf Göransson reported on Securitas operations during the year 2011. The presentation is published at www.securitas.com. The quotas below refer to the operations:
“As we summarize the 2011 financial year, we inevitably ask ourselves: Was 2011 a good or bad year for Securitas? The answer to this question is twofold. In financial terms, 2011 was a weak year and I am not satisfied with our results. However, we took a number of key strategic steps forward during the year, which will play a crucial role in the long term, and I would argue that we have entered a new era in Securitas’ history.”
“The market for security services is mature in most of our areas of operation, with low added value, high price transparency and a fragmented competitive landscape. At Securitas, we are convinced that focusing on specialization rather than diversification will allow us to break this vicious circle. Our goal is to continue providing manned guarding services based on customer demand, while at the same time boosting our margins by supplying comprehensive security solutions. We are achieving this goal by creating added value for our customers – better security at a lower price.”
“Delivering better security at a lower price requires expertise in optimizing the balance between deploying security officers and/or technology. We possess the necessary know-how to increasingly advise our customers, which will enable us to advance Securitas’ position in the value chain and improve our margins.”
This press release is also available at: www.securitas.com
Information: Gisela Lindstrand, Senior Vice President Corporate Communications and Public Affairs, SecuritasAB, mobile +46 70 287 8662
Micaela Sjökvist, Head of Investor Relations, Securitas AB, mobile +46 76 116 7443
Securitas is a global knowledge leader in security. From a broad range of services of specialized guarding, technology solutions and consulting and investigations, we customize offerings that are suited to the individual customer’s needs, in order to deliver the most effective security solutions. Everywhere from small stores to airports, our 300,000 employees are making a difference.
SecuritasABdiscloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 18.00 (CET) on May 7, 2012.