Electrolux 2012 Annual Report Download - page 82

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Annual General Meeting 2012
The 2012 AGM was held at the Stockholm Waterfront Congress
Centre in Stockholm, Sweden, on March 27, 2012. 756 shareholders
representing a total of 51.0% of the share capital and 60.3% of the
votes were present at the AGM. The President’s speech was
broadcasted live via the Group’s website and is also available on
www.electrolux.com/corporate-governance, together with the
minutes. The meeting was held in Swedish, with simultaneous inter-
pretation into English. The speech of the President was held in English
and simultaneously interpreted into Swedish. All Board members, as
well as the Group’s auditor in charge, were present at the meeting.
Annual General Meeting 2013
The next AGM of Electrolux will be held on Tuesday, March 26, 2013,
at the Stockholm Waterfront Congress Centre, Stockholm, Sweden.
For additional information on the next AGM and how to register attendance, see
page 100.
Nomination
Committee
Nomination Committee
The AGM resolves upon the nomination
process for the Board of Directors and,
when appropriate, the auditors. The AGM 2011 adopted an instruc-
tion for the Nomination Committee which applies until further notice.
The instruction involves a process for the appointment of a Nomi-
nation Committee comprised of six members. The members
should be one representative of each of the four largest sharehold-
ers, in terms of voting rights that wish to participate in the Commit-
tee, together with the Chairman of the Electrolux Board and one
additional Board member.
The composition of the Nomination Committee shall be based
on shareholder statistics from Euroclear Sweden AB as of the last
banking day in August in the year prior to the AGM and on other
reliable shareholder information which is provided to the company
at such time. The names of the representatives and the names of
the shareholders they represent shall be announced as soon as
they have been appointed. If the shareholder structure changes
during the nomination process, the composition of the Nomina-
tion Committee may be adjusted accordingly.
The Nomination Committee is assisted in preparing proposals
for auditors and auditors’ fees by the company’s Audit Commit-
tee. The Audit Committee evaluates the auditors’ work and
informs the Nomination Committee of its findings.
The Nomination Committee’s proposals are publicly announced
no later than on the date of notification of the AGM. Shareholders
may submit proposals for nominees to the Nomination Committee.
Nomination Committee for the AGM 2012
The Nomination Committee for the AGM 2012 was comprised of
six members. Petra Hedengran of Investor AB led the Nomination
Committee’s work.
For the proposal for the AGM 2012 the Nomination Committee
made an assessment of the composition of the current Board as
well as the Electrolux Group’s operations. Areas of particular inter-
est were Electrolux strategies and goals and the demands on the
Board that are expected from the Group’s positioning for the
future. The Nomination Committee also considered that a variety
as regards gender, age, nationality, educational background and
term of office is represented among the Board members.
The Nomination Committee proposed Ronnie Leten and Fredrik
Persson as new Board members of Electrolux. A report regarding
the work of the Nomination Committee was presented at the
AGM 2012. Further information regarding the Nomination Com-
mittee and its work can be found on the Group’s website;
www.electrolux.com/corporate-governance.
• Chairman of the AGM.
• Board members.
• Chairman of the Board.
• Remuneration to Board members.
• Remuneration for committee work.
• Amendments of instructions for the Nomination Committee, if deemed
neccessary.
• Auditors and auditors’ fees, when these matters are to be decided
by the following AGM.
• 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.
The Nomination Committee’s tasks include preparing
a proposal for the next AGM regarding:
The AGM resolves upon:
Decisions at the Annual General Meeting 2012 included:
• Dividend payment of SEK 6.50 per share for fiscal year 2011.
• Election of the two new Board members Ronnie Leten and
Fredrik Persson and re-election of the Board members Marcus
Wallenberg, Lorna Davis, Hasse Johansson, Keith McLoughlin,
Ulrika Saxon, Torben Ballegaard Sørensen and Barbara Milian
Thoralfsson.
• Re-election of Marcus Wallenberg as Chairman of the Board.
• Remuneration to the Board members.
• Approval of remuneration guidelines for Electrolux Group
Management.
• Performance-based, long-term incentive program for 2012
covering up to 180 managers and key employees.
• Authorization to acquire own shares for the purpose of finan cing
potential company acquisitions and as a hedge for the company’s
share-related incentive programs.
annual report 2012 corporate governance report
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