Shareholders’ Meeting
The Shareholders’ Meeting, in the form of Annual General Meeting, and when needed, Extraordinary Shareholders’ meeting, is the highest authoritative body of Tilgin, and the forum where the company’s shareholders exercise their control. Shareholders’ Meetings are open to shareholders who are registered in the company’s share register at least five days before the meeting and who have notified the company of their intention to attend. Each share in the company entitles its holder to one vote at the Shareholders’ Meeting. The Annual General Meeting, where the annual report and the auditor’s report are presented and where the Board is elected, is held within six months from the end of the preceding financial year.
Work procedures for the Board of Directors
The Board of Directors is responsible for the organization of the company and the management of the company’s business. The Board determines the objectives, material policies and strategic plans for the company and continuously supervises the observance thereof as well as ensures that they are updated and reviewed. The Chairman of the Board presides over the work of the Board. The Board is appointed by the Annual General Meeting and shall, according to the Articles of Association, consist of at least three and no more than six members, at the highest, with a maximum of three deputy board members. The members of the Board are elected by the Annual General Meeting for a period of one year. The current Board consists of five ordinary members, without any deputy board members, elected at the 2010 Annual General Meeting. According to the current rules of procedure for the Board, the Board shall hold at least five ordinary meetings in between each Annual General Meeting.
The members of the Board have the experience and the competence within the areas that is relevant to the company’s business in order to support, monitor and control the operations of the company. The Board is independent according to the Swedish Code of Corporate Governance. The Board carries out its work in accordance with rules of procedures containing, among other things, instructions on the distribution of work and reporting procedures. The rules of procedure are reviewed annually.
The Board has adopted an information policy and an insider policy, which include guidelines on meeting the stock market’s demand for information and the company’s handling of matters relating to inside trading and applicable insider legislation. The Board has also issued instructions for the CEO regarding, amongst others, the distribution of work between the Board and the CEO.
More information about the work in the Board of Directors during 2009 can be found in the Corporate Governance Report for 2009 (only available in Swedish).
Remuneration to the Board of Directors and Management
Remuneration for members of the Board is decided by the Annual General Meeting, for each member individually. Remuneration for the CEO is decided by the Board.
The following guidelines for remunerations to members of the management were adopted at the 2010 Annual General Meeting.
The CEO and the members of the company’s management team shall be deemed as management for the purposes of these guidelines. The starting point shall be that salaries and other remunerations to management members shall be adjusted to the market so that the company is able to attract and maintain a competent management. The remuneration structures shall, as far as possible, be reasonably predictable, in terms of both the cost to the company and the benefit to the management representative and be based on objective factors. The remuneration to the CEO shall be decided by the Board of Directors and the remunerations to the other members of the management shall be decided by the CEO following consultation with the Remuneration Committee in the Board of Directors. The remuneration levels for the management shall be revised yearly... A fixed basic remuneration shall apply to management members, based on position/area of responsibility, qualification and individual performance. As a general rule, variable remuneration shall be paid out only to the CEO and to members of the management in sales functions. Currently, only one member of the management team other than the CEO is entitled to variable remuneration. Variable remuneration shall be based on achieved sales results, based on pre-defined sales targets which are revised yearly. Variable remuneration can represent a maximum of 67% of the total remuneration. The members of the company’s management, except the CEO, are part of the premium based pension plan which was implemented in December of 2007. Pension terms shall be market based and be premium based or be general pension plan based. Severance payment shall not be paid out to other memebers of the management team than the CEO and shall, where applicable, be market based. Members of the management further may, from time to time, be offered to participate in Incentive Programs, to be decided subject to applicable statutory procedure. The notice period for other members of the management than the CEO is regularly three months for the company and subject to the notice periods stated in the Swedish Employment Protection Act for the individual. For t CEO, a mutual notice period of six months apply. Fixed remuneration during the notice period and severance payment shall not exceed an amount equal two years’ fixed remuneration. The Board of Directors may deviate from these guidelines if in a specific instance there are particular grounds to do so.
The Board of Directors has, at its constituent meeting on 28 April 2010, appointed a Remuneration Committee within the Board, consisting of Johnny Sommarlund, Fredrik Berglund and Tomas Torlöf.
Nomination Committee for the Annual General Meeting 2011
The 2010 Annual General Meeting has adopted the following process for nomination of a Nomination Committee.
The Company shall have a Nomination Committee consisting of four members, where the three largest shareholders in the company as of 30 September 2010 appoint one representative each to, together with the Chairman of the Board, form the Nomination Committee until the time a new Nomination Committee has been appointed. In case any of the largest shareholders renounces its right to nominate a representative, the next shareholder in size after that shareholder shall be given the opportunity to nominate a representative. The names of the members of the Nomination Committee shall be publicly announced six months before the 2011 Annual General Meeting at the latest. Chairman of the Nomination Committee shall, unless the members of the committee agree otherwise, be the member who represents the largest shareholder and this person shall convene the first meeting. The Nomination Committee shall formulate a proposal for i) Board of Directors, ii) Chairman of the Board, iii) ii) remuneration to each member of the Board of Directors, iv) remuneration to the auditor and v) Chairman of the 2011 Annual General Meeting. In case a member of the Nomination Committee leaves the committee before its work has been finalized, such member shall be replaced by another representative of the owner whose representative left the committee. No remuneration will be paid to the members of the Nomination Committee.
Auditing
Tilgin’s auditors are appointed by the Annual General Meeting for a period of four years.
KPMG has been appointed as the company’s auditing company and authorized auditor Åsa Wirén Linder is the auditor in charge, since the 2006 Annual General Meeting. At Tilgin’s AGM on 28 April 2010, KPMG was reappointed as auditor for a period of four years/until the end of the AGM 2014.
The Board of Directors has, at its constituent meeting on 28 April 2010, appointed an Audit Committee within the Board, consisting of Johnny Sommarlund, Per Lindgren and Bertil Lundell.
Swedish Code of Corporate Governance
Tilgin applies the Swedish Code of Corporate Governance.
You can find Tilgin’s Corporate Governance Report for 2009 here.(only available in Swedish)