Electrolux 2010 Annual Report Download - page 182

Shareholders
by the AGM
General Meetings of
shareholders
The decision-making rights of share-
holders in Electrolux are exercised at
shareholders’ meetings. The Annual General Meeting (AGM) of
Electrolux is held in Stockholm, Sweden, during the first half of the
year.
The AGM resolves upon:
• The adoption of the annual report
• Dividend
• Election of Board members and, if applicable, auditors
• Remuneration to Board members and auditors
• Guidelines for remuneration to Group Management
• Other important matters
Extraordinary General Meetings (EGM) may be held at the discre-
tion of the Board or, if requested, by the auditors or by sharehold-
ers owning at least 10% of the shares.
Participation in decision-making requires the shareholder’s
presence at the meeting, either personally or through a proxy. In
addition, the shareholder must be registered in the share regis-
ter by a stipulated date prior to the meeting and must provide
notice of participation in the manner prescribed. Additional
requirements for participation apply to shareholders with holdings
in the form of American Depositary Receipts (ADR) or similar cer-
tificates. Holders of such certificates are advised to contact the
ADR depositary bank, the fund manager or the issuer of the cer-
tificates in good time before the meeting in order to obtain addi-
tional information.
Individual shareholders requesting that a specific issue be
included in the agenda of a shareholders’ meeting can normally
request the Electrolux Board to do so well in advance to the meet-
ing via an address provided on the Group’s website.
Decisions at the meeting are usually taken on the basis of a
simple majority. However, as regards certain issues, the Swedish
Companies Act stipulates that proposals must be approved by
shareholders representing a larger number of votes than the num-
ber of votes cast and shares represented at the meeting.
Annual General Meeting 2010
The AGM on March 30, 2010, was attended by shareholders rep-
resenting a total of 40.1% of the share capital and 53.1% of the
voting rights in the company. The President’s speech was broad-
casted live via the Group’s website and is also presented on
www.electrolux.com/corporate-governance, together with the
minutes and resolutions. The meeting was held in Swedish, with
simultaneous interpretation into English.
The AGM decided to adopt the Boards proposed dividend of
SEK 4.00 per share for 2009. Lorna Davis was elected new Board
member and PricewaterhouseCoopers AB was re-elected audi-
tors for the period until the Annual General Meeting in 2014.
Marcus Wallenberg was re-elected as Chairman. The meeting
also adopted the Board’s proposed guidelines for remuneration
to the Group Management of Electrolux, as well as the scope
and main principles of the performance-based, long-term
Electrolux share program 2010.
All Board members, as well as the Group’s auditor in charge,
were present at the meeting.
Annual General Meeting 2011
The next AGM of Electrolux will be held on March 31, 2011, at the
Berwald Hall, Stockholm, Sweden.
For additional information on the next AGM, see page 98.
Board of
Directors
The Board of Directors
The Board of Directors has the
overall responsibility for Electrolux
organization and administration.
Composition of the Board
The Electrolux Board was from the AGM in 2010 comprised of ten
members without deputies, who are elected by the AGM, and
three members with deputies, who are appointed by the Swedish
employee organizations in accordance with Swedish labor law.
The AGM elects the Chairman of the Board. Directly after the
AGM, the Board holds a meeting for formal constitution at which
the Deputy Chairman of the Board is elected, among other things.
The Chairman of the Board of Electrolux is Marcus Wallenberg
and the Deputy Chairman is Peggy Bruzelius.
All members of the Board, except for the President, are non-
executive members. Four of the ten Board members are not
Swedish citizens.
In September 2010, Hans Stråberg notified that he intended to
leave Electrolux after 27 years with the company and nine years as
President and CEO. He resigned as President and Chief Executive
Officer and Board member of Electrolux on December 31, 2010.
For additional information regarding the Board of Directors, see page 88. The
information is updated regularly at the Group’s website,
www.electrolux.com/board-of-directors.
Independence
The Board is considered to be in compliance with relevant require-
ments for independence.
Marcus Wallenberg has been considered independent in rela-
tion to the company and the administration of the company, but
not in relation to major shareholders of Electrolux. Hans Stråberg
has been deemed to be independent in relation to major share-
holders of Electrolux, but not, in his capacity as President and
CEO, in relation to the company and the administration of the
company. Hans Stråberg has no major shareholdings, nor is he a
part-owner in companies having significant business relations
with Electrolux. As previously mentioned, Hans Stråberg left the
Board on December 31, 2010. He was the only member of Group
Management with a seat on the Board.
The Board’s tasks
The main task of the Board is to manage the Group’s operations
in such a manner as to assure the owners that their interests, in
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