Decision at the Annual General Meeting of Securitas AB (publ) 2016
Wednesday, May 4, 2016
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, 2015. The Annual General Meeting discharged the Board of Directors and the President from liability for the financial year of 2015.
In accordance with the proposal of the Board, the Meeting resolved to declare a dividend of SEK 3.5 per share. May 9, 2016 was determined as record date for dividend and payment from Euroclear Sweden AB is expected to commence on May 12, 2016.
Authorization of the Board to resolve on acquisition of the company’s shares T
he Annual General Meeting resolved to authorize the Board to resolve upon acquisition of the company’s own shares of Series B, in accordance with the Board’s proposal, according to the following terms: Acquisition of shares may take place on Nasdaq Stockholm, acquisition of shares may take place on one or several occasions during the time up to the Annual General Meeting for 2017, acquisition of shares may only be made so that the shares held by the company at any point in time does not exceed ten (10) percent of all shares in the company, acquisition of shares shall be made at a price which falls within the prevailing price interval registered at each point in time, meaning the interval between the highest purchase price and the lowest selling price, payment for acquired shares shall be made in cash, and the Board should be authorized to decide upon any additional terms for the acquisition. The purpose of the proposed authorization to acquire shares is to allow the Board to adjust the company’s capital structure, to contribute to shareholder value. If shares are repurchased, the Board intends to propose that the company’s share capital shall be decreased through share reduction of the repurchased shares.
Board of Directors
The Annual General Meeting resolved that the number of Board members shall be six with no deputy members. The Meeting re-elected Fredrik Cappelen, Carl Douglas, Marie Ehrling, Alf Göransson and Sofia Schörling Högberg, and elected Anders Böös as new Board Member. Marie Ehrling was elected new Chairman of the Board. The fee to the Board members was determined to SEK 4 270 000 in total (including fees for committee work) apportioned so that the Chairman of the Board shall receive SEK 1 300 000, the deputy Chairman SEK 775 000 and the other Board members, except for the President, SEK 515 000 each. The Chairman of the Audit Committee shall receive SEK 250 000, the Chairman of the Remuneration Committee SEK 100 000, a member of the Audit Committee SEK 125 000 and a member of the Remuneration Committee SEK 50 000.
As auditors, the Annual General Meeting decided to elect the auditing firm PricewaterhouseCoopers AB, Stockholm, with authorized accountant Patrik Adolfson as auditor in charge, for a period up to and including the Annual General Meeting for 2017. The auditor’s fees are to be paid as per agreement.
The Meeting elected Carl Douglas (Investment AB Latour, etc.), Mikael Ekdahl (Melker Schörling AB) Jan Andersson (Swedbank Robur Fonder), Johan Sidenmark (AMF) and Johan Strandberg (SEB Investment Management) as members of the Nomination Committee before the Annual General Meeting 2017. Carl 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 Board shall have the right to deviate from the guidelines in individual cases if there are particular grounds for such deviation.The complete guidelines are published on the company website www.securitas.com/agm2016
The Annual General Meeting resolved on a share and cash bonus scheme, a similar incentive scheme that has been decided for the past five Annual General Meetings. The Board notes that the program is now well established throughout the organization and is delivering the expected results. As per March 2016, a total of 2 053 employees have received shares through the program. The motive for the proposal is the Board’s intention to continue with the redesigned bonus structure to enable the Group to gradually have approximately 2 500 of Securitas top managers as shareholders, thus strengthening the employee ownership in Securitas’ future success and development to the benefit of all shareholders. The Board is of the opinion that these benefits may be achieved by continuing to provide a share related part in the existing performance-based cash bonus schemes. It is the assessment of the Board that the scheme will also increase the Group’s attractiveness as an employer. The proposal principally entails that 1/3 of any annual bonus earned under the performance based cash bonus schemes would be converted into a right to receive shares, with delayed allotment and subject to continued employment. Further information is published on the company website www.securitas.com/agm2016
President and CEO Alf Göransson reported on Securitas´ operations during 2015. The presentation is published at www.securitas.com/agm2016
The quotas below refer to the strategy direction of the company:
“2015 was a good year for Securitas. Our earnings per share were the strongest to date in the history of the company, up 8 percent adjusted for changes in exchange rates, compared with 2014.”
” Securitas is leading the transformation of the security industry, from traditional guarding to protective services combining on-site, mobile and remote guarding with electronic security, fire and safety, and corporate risk management. We continue to invest and play a leading role in combining guarding services with electronic security and actively pursue organic sales growth in security solutions and technology. We also take advantage of acquisition opportunities within electronic security. Recently we acquired the assets of Diebold Electronic Security in North America, which is the third-largest commercial electronic security provider in North America. The acquisition supports our strategy and strengthens our position as the global knowledge leader in protective services.”
This press release is also available at: www.securitas.com
Information: Gisela Lindstrand, Senior Vice President Corporate Communications and Public Affairs, Securitas AB, mobile +46 70 287 8662, or email firstname.lastname@example.org Micaela Sjökvist, Head of Investor Relations, Securitas AB, mobile +46 76 116 7443, or email Micaela.email@example.com
Securitas is a global knowledge leader in security. We base our security solutions on customer-specific needs through different combinations of on-site, mobile and remote guarding, electronic security, fire and safety and corporate risk management. Everywhere from small stores to airports, our 330 000 employees are making a difference.
Securitas AB discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 17.45 (CET) on May 4, 2016.