28.04.2006 06:58:00
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Skandia's Annual General Meeting
Election of directors
At Skandia's (STO:SDIA) Annual General Meeting on 27 April 2006,all general meeting-elected directors were re-elected for termsextending through the 2007 Annual General Meeting. The members of theBoard are thus: Jim Sutcliffe, Bjorn Bjornsson, Norman Broadhurst,Michael Newman, Lars Otterbeck and Julian Roberts, plus three employeerepresentatives.
In addition, the Annual General Meeting resolved to elect JimSutcliffe as Chairman of the Board.
Discharge from liability
The Annual General Meeting discharged the directors and presidentfrom liability for the 2005 financial year.
Auditors and alternate auditors
In accordance with the Nominating Committee's recommendation, theaccounting firm KPMG Bohlins AB was elected as Skandia's auditor forthe period extending through the 2007 Annual General Meeting. Theintention is that Authorised Public Accountant Thomas Thiel will serveas auditor in charge, with Authorised Public Accountant Henrik Rattzenas assistant auditor in charge.
Nominating Committee
The Annual General Meeting resolved that Skandia's NominatingCommittee shall consist of the following members:
-- Hasan Askari (Old Mutual plc), committee chair,
-- Martin Murray (Old Mutual plc), and
-- Sten Trolle (Swedish Shareholders' Association)
All have been appointed for terms lasting through the 2007 AnnualGeneral Meeting or until the delisting of Skandia's shares, if thistakes place earlier. Should any member of the Nominating Committeeresign, Old Mutual plc has the right to appoint another suitableperson to be a member of the Nominating Committee. The proceduredescribed here for appointment of the Nominating Committee supersedesthe procedure adopted by the 2004 Annual General Meeting.
The mandate approved by the 2004 Annual General Meeting wasexpanded to also include drafting work and the submission of arecommendation for the election of the Chairman of the Board.
Directors' fees
The Annual General Meeting resolved, in accordance with theNominating Committee's recommendation, that directors' fees shall beas follows:
-- Chairman, SEK 1,000,000,
-- Vice Chairman, SEK 600,000, and
-- Other directors, SEK 300,000 each
In addition, a fee for committee work shall be paid to each of thechairmen of the Compensation Committee and Audit Committee in theamount of SEK 250,000, and to each of the members of the CompensationCommittee and Audit Committee, in the amount of SEK 50,000.
Directors' fees will be paid for work on subsidiary boards, whereapplicable. The extra fee for the Chairman and Vice Chairman will nolonger be paid.
No fees shall be paid to directors who are employees of theSkandia group.
Principles of remuneration
The Annual General Meeting approved the Board's proposedremuneration principles and other terms of employment for seniormanagement. The principles can be found by visiting Skandia's website:www.skandia.com/agm.
Amendments to Articles of Association
The Annual General Meeting resolved in favour of the Board'srecommendation to amend article 13 of the company's Articles ofAssociation, to bring the stipulations of this article in line withthe Swedish Code of Corporate Governance. The amendments entail inessence that the following new items of business will be included onthe agenda of annual general meetings: Election of the Chairman of theBoard, Appointment of a nominating committee, and Approval of a policyon remuneration and other terms of employment for senior management.The new wording can be found by visiting Skandia's website:www.skandia.com/agm.
Dividend
The Annual General Meeting resolved to distribute SEK 0.40 (0.35)per share to the shareholders. It was noted in this context that OldMutual plc has declared that it has waived its right at this AnnualGeneral Meeting to a share dividend for 2005 for all of its shares inSkandia. Further, it was resolved that the record date shall be 3 May2006. Dividends are expected to be sent out by VPC on 8 May 2006.
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