ANNUAL REPORT Board of Directors ’ report
members , with a maximum of two deputy members . Election of board members and any deputy members is to take place at the Annual General Meeting . The Articles of Association do not contain any general stipulations concerning the appointment or dismissal of board members or amendments to the Articles of Association .
SHARE-SAVINGS , OPTION AND CONVERTIBLE PROGRAMMES No share-savings , option or convertible programmes are currently in effect .
CORPORATE GOVERNANCE REPORT , THE WORK OF THE BOARD OF DIRECTORS , AND NOMINATION COMMITTEE A separate corporate governance report , which includes a description of the work of the Board of Directors and Nomination Committee , has been prepared and is presented on pages 73 – 81 in the printed version of this document . Disclosures about the most important elements of the Group ’ s systems of internal control and risk management in connection with the preparation of the consolidated financial statements are provided on pages 78 – 79 of the Corporate Governance Report .
AUTHORISATIONS The 2015 AGM authorised the Board , on one or more occasions during the period until the next AGM , to decide on acquisitions of a maximum number of Class B treasury shares so that the company ’ s holding following such acquisition does not exceed 10 per cent of all the shares in the company at any given time . The aim of any buybacks of treasury shares is primarily to enable share transfers in connection with the financing of company acquisitions and other types of strategic investments . Up until the date of publication of this annual report , no shares were acquired with the support of this authorisation . The 2015 AGM also authorised the Board , on one or more occasions prior to the next AGM , to decide on the transfer of Class B shares in the company to a third party . The number of shares transferred may not exceed the total number of treasury shares held by the company at any given time . Transfers may take place on or outside of Nasdaq Stockholm , entailing a right to deviate from shareholders ’ preferential rights . The reason for permitting the Board to deviate from shareholders ’ preferential rights is to enable financing of potential company acquisitions and other types of strategic investments in a cost-efficient manner . Up until the date of publication of this annual report , 477,497 Class B treasury shares were transferred with the support of this authorisation to the sellers of Transcat GmbH .
To finance potential company acquisitions using treasury shares , the Board received a mandate at the AGM in May 2015 for the period until the next AGM to make decisions about new share issues . Through decisions supported by this authorisation , the share capital may increase by a maximum of SEK 36 m through the issuance of a maximum of 3,000,000 shares upon full subscription . Up until the date of publication of this annual report , 338,739 new Class B shares were issued to the sellers of Transcat GmbH with the support of this authorisation . normally consist of a fixed salary , variable remuneration , share-based incentive programmes and other customary benefits and pensions . Fixed salary shall be competitive and ensure that Addnode Group is able to recruit competent executives . As a general rule , the fixed salary is reviewed once per year and is to take into account the individual ’ s qualitative performance . In addition to the fixed salary , variable remuneration may be payable . Variable remuneration shall be based on results achieved and / or individually set specific targets . For the President of the Parent Company , the variable cash remuneration shall be based on earnings achieved by the Group . Variable cash remuneration is capped at 12 months ’ salary . For other executives in Group Management as well as other senior executives , variable cash remuneration is capped at six months ’ salary and shall be based primarily on the operation for which the individual is responsible . Share-based incentive programmes shall ensure long-term commitment to the Group ’ s development and promote personal shareholdings in the company .
Pensions shall always be based on defined-contribution solutions in order to generate predictability with respect to the company ’ s future obligations . Pension premiums are payable at a maximum amount of 30 per cent of the individual ’ s current fixed annual salary .
Other remuneration and benefits are to be on market terms and shall support the executive ’ s ability to perform his / her duties . Other benefits pertain primarily to company cars or mileage allowance .
Senior executives ’ employment contracts include stipulations on notice periods . The policy is that employment may be terminated at the request of one party with a notice period of a minimum of six and a maximum of 12 months . During the notice period , unchanged salary , remuneration and benefits shall be payable .
These guidelines shall apply for employment contracts entered into after the AGM and for any amendments to existing conditions . The Board is entitled to deviate from these guidelines only if specific reasons exist in individual cases .
PROPOSED DISTRIBUTION OF EARNINGS Profit for the year , SEK 72,432,090 , and other unrestricted shareholders ’ equity , SEK 338,556,776 , totalling SEK 410,988,866 , are at the disposal of the Annual General Meeting . The Board of Directors proposes that these earnings be disposed of as follows :
Dividend to the shareholders |
of SEK 2.25 per share |
68,461,326 |
To be carried forward |
342,527,540 |
Total 410,988,866
The Board ’ s reasoned statement regarding the proposed distribution of earnings is available on the company ’ s website : www . addnodegroup . com . It is also available from the company upon request .
GUIDELINES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT FOR SENIOR EXECUTIVES Guidelines for remuneration and other terms of employment for senior executives , which were adopted by the 2015 AGM , are described in Note 5 on page 53 .
The 2016 Annual General Meeting will decide on guidelines for remuneration of senior executives . By senior executives is meant the President of the Parent Company , other members of Group Management , and other senior executives as described in the Corporate Governance Report on page 81 . The Board of Directors ’ proposed guidelines ahead of the 2016 AGM are as follows :
Remuneration of the President of the Parent Company , other members of Group Management , and other senior executives shall
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