Annual General Meeting of Securitas AB (publ)
Thursday, May 7, 2009
At today's Annual General Meeting of Securitas AB (publ) the following was resolved:
Board of Directors
The Annual General Meeting resolved that the number of Board members shall be ten with no deputy members. The Meeting re-elected Fredrik Cappelen, Carl Douglas, Marie Ehrling, Annika Falkengren, Stuart E. Graham, Alf Göransson, Berthold Lindqvist, Fredrik Palmstierna, Melker Schörling and Sofia Schörling-Högberg. Melker Schörling was re-elected Chairman of the Board. The fee to the Board members was determined to SEK 5,425,000 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 725,000 and the other Board members, except for the President, SEK 450,000 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.
At the Annual General Meeting 2008 the accounting firm PricewaterhouseCoopers, Stockholm, was elected auditor of the company for a period of four years. Peter Nyllinge, authorised public accountant, is auditor in charge.
The Meeting re-elected Gustaf Douglas (Investment AB Latour, etc.), Marianne Nilsson (Swedbank Robur), Mats Tunér (SEB Fonder) and Mikael Ekdahl (Melker Schörling AB) and elected Magnus Landare (Alecta) as members of the Nomination Committee before the Annual General Meeting 2010. Gustaf Douglas was appointed Chairman of the Committee.
In accordance with the proposal of the Board, the Meeting resolved to declare a dividend of SEK 2.90 per share. May 12, 2009 was determined as record date for dividend and payment from Euroclear Sweden AB is expected to commence on May 15, 2009.
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 guidelines principally entail that the benefits shall consists of fixed salary, possible variable remuneration and other customary benefits and pension. The variable remuneration shall be maximized and 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 principally not be pension qualifying. The complete guidelines are published on the company website.
Change of the Articles of Association regarding notice to general Meetings
The Annual General Meeting decided to change the Articles of Association entailing that the section regarding notice to General meetings, second paragraph of section 7, is amended so that the number of newspapers in which notice shall be published is reduced to include Post- och Inrikes Tidningar and Svenska Dagbladet. In order to prepare for a proposed simplified notice procedure, it was decided that section 7 in the Articles of Association regarding notice of General Meetings is amended to have the following wording: Notice to General meetings shall be published in Post- och Inrikes Tidningar and on the Company’s webpage. It shall be announced in Svenska Dagbladet that notice of a General Meeting as been given. The Annual General Meeting further decided that the latter change of the Articles of Association shall be conditioned upon the entering into force of a change in the Swedish Companies Act (SFS 2005:551) regarding notice of General Meetings, making the change of section 7 in the Articles of Association compliant with the Swedish Companies Act.
President and CEO Alf Göransson reported on Securitas operations during the year 2008 and commented further work within Securitas. The script and the presentation are published in complete versions at www.securitas.com. The quotas below are from the script and refer to the operations:
“Briefly, I could summarize 2008 as a strong year for Securitas. Our organic sales growth reached 6% – the same as the year before. Our operating income improved by 13% and our operating margin by 0.2 percentage points to 5.8%. We had no goodwill write-down and no large items affecting comparability or extraordinary costs. Also, we sorted out the problems that existed within Loomis’ cash handling operation and listed and distributed Loomis to our shareholders. All in all this resulted in a significant improvement in net profit over 2007.”
“On several occasions I have stated that the security market service is significantly less cyclical and sensitive to economic fluctuations than many other industries, and accordingly to GNP trends. There is, however, a greater correlation between GNP and the security market in the USA than in Europe.
I believe that this is still the case that the security market is significantly less cyclical and sensitive to economic fluctuation than many other industries. The problem is, though, that many companies do not experience cyclicality. Today some are fighting for their survival. Securitas is not immune either, although we are being affected far less than other companies and industries. We actually experienced growth in the first quarter, albeit modest at 1%.”
“We are going to be cautious about acquisitions, at least in the first half of the year. The reason for this is that we believe it will be financially beneficial to wait since most of our competitors will experience weaker volume, bad debt losses and a lower payment ethic among their customers.”
“Our strategy for handling the market and our customer in this recession situation is to try to help our customer find solutions that reduce their total security costs, to prioritize profitability first and volume second, to try to replace contracts with lowest margins into slightly better margins, to identify weak competitors, customers or contracts where there is good potential to win, and to pay more attention than ever to making sure our customer pay on time. We also invest in comprehensive training programs in order to increase our security knowledge and expertise at all levels in the company.”
“Companies develop when they have managers and employees who ask themselves the following question every day: ´How can I improve security and services in the best possible way for my customers?´ Securitas is a company like that and this makes me hopeful and optimistic about the future.”
This press release is also available at: www.securitas.com
Gisela Lindstrand, Senior Vice President Corporate Communications and Public Affairs,
Securitas AB, mobile +46 70 287 8662
Micaela Sjökvist, Head of Investor Relations, mobile +46 76 116 7443
Securitas is a knowledge leader in security. By focusing on providing security solutions to fit each customer's needs, Securitas has achieved sustainable growth and profitability in more than 30 countries in North America, Latin America, Europe and Asia. Everywhere from small stores to airports, our 250,000 employees are making a difference.
Securitas AB discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instrumets
Trading Act. The information was submitted for publication at 17.30 (CET) on May 7, 2009