Regulatory News:
Sandvik (STO:SAND)
The shareholders in Sandvik Aktiebolag are convened to the
Annual General Meeting to be held on Thursday, 28 April 2016 at
5:00 p.m. at the G�ransson Arena, Sätragatan 21, Sandviken,
Sweden.
RIGHT TO PARTICIPATE AND Notice
Shareholders who wish to participate in the Meeting must be
recorded in the share register maintained by Euroclear Sweden AB on
Friday, 22 April 2016 and notify the company of their participation
in the Meeting not later than Friday, 22 April 2016.
Notice of participation in the Meeting shall be made by letter
to Computershare AB, “Sandvik’s AGM”, Box 610, SE-182 16 Danderyd,
Sweden, by telephone +46 (0) 26-26 09 40 weekdays
9:00 a.m.–4:00 p.m. or on the Company’s website
home.sandvik (http://www.sandvik.com/). Shareholders whose
shares are registered in the name of a nominee must temporarily
have re-registered the shares in their own name at Euroclear Sweden
AB on Friday, 22 April 2016 to be entitled to participate in the
Meeting. Please note that this procedure also applies with respect
to shares held on a bank’s shareholder deposit account
and certain investment savings accounts.
When giving notice, please state name, personal or corporate
registration number, address and telephone number and the number of
assistants, if any. If participation is by proxy, the proxy should
be submitted to the address stated above in advance of the Meeting.
Proxy forms are available on the Company’s website
home.sandvik.
Agenda
1. 1. Opening of the Meeting. 2. 2.
Election of Chairman of the Meeting. 3. 3. Preparation and approval
of the voting list. 4. 4. Election of one or two persons to verify
the minutes. 5. 5. Approval of the agenda. 6. 6. Examination of
whether the Meeting has been duly convened. 7. 7. Presentation of
the Annual Report, Auditor’s Report and the Group Accounts and
Auditor’s Report for the Group. 8. 8. Speech by the President. 9.
9. Resolution in respect of adoption of the Profit and Loss
Account, Balance Sheet, Consolidated Profit and Loss Account and
Consolidated Balance Sheet. 10. 10. Resolution in respect of
discharge from liability of the Board members and the President for
the period to which the accounts relate. 11. 11. Resolution in
respect of allocation of the Company’s result in accordance with
the adopted Balance Sheet and resolution on record day. 12. 12.
Determination of the number of Board members and Deputy members.
13. 13. Determination of fees to the Board of Directors and
Auditor. 14. 14. Election of Board members: 14. 1 Bj�rn Rosengren
14. 2 Helena Stjernholm 14. 3 Jennifer Allerton 14. 4 Claes
Boustedt 14. 5 Jürgen M Geissinger 14. 6 JohanKarlstr�m 14. 7
JohanMolin 14. 8 LarsWesterberg 1. 15. Election of Chairman
of the Board. 2. 16. Election of Auditor. 3. 17. Resolution on
guidelines for the remuneration of senior executives. 4. 18.
Resolution on a long-term incentive program (LTI 2016). 5. 19.
Closing of the Meeting.
PROPOSALS FOR RESOLUTIONS
Item 11 – Dividend and record day
The Board of Directors proposes that the Annual General Meeting
resolve on a dividend of SEK 2.50 per share. Monday, 2 May 2016 is
proposed as the record day. If the Meeting approves these
proposals, it is estimated that the dividend be paid by Euroclear
Sweden AB on Friday, 6 May 2016.
The Nomination Committee's proposals
The Nomination Committee consists of its Chairman Fredrik
Lundberg (AB Industrivärden), Kaj Thorén (Alecta), Pär Boman
(Handelsbanken AB, Handelsbanken’s Pension Foundation and
Handelsbanken’s Pension Fund), Tomas Hedberg (Swedbank Robur Funds)
and Johan Molin (Sandvik’s Chairman of the Board).
The Nomination Committee proposes that the Annual General
Meeting resolve on the following:
Item 2 – Attorney Sven Unger as Chairman of
the Meeting. Item 12 – Eight Board members and no
deputies. Item 13 – Fees to the Board of Directors:
· Chairman of the Board of Directors: SEK 2,000,000 (previously
SEK 1,700,000) · Other Board members not employed by the Company:
SEK 600,000 each (unchanged) · Chairman of the Audit
Committee: SEK 225,000 (previously SEK 175,000) · Other members of
the Audit Committee: SEK 150,000 each (unchanged) · Chairman of the
Remuneration Committee: SEK 125,000 (unchanged) · Other members of
the Remuneration Committee: SEK 100,000 each (unchanged)
Fees to the Auditor shall be paid in accordance with approved
invoices.
Item 14 – Election of the following persons as
Board members: 14.1 Bj�rn Rosengren (new) 14.2 Helena
Stjernholm (new) 14.3 Jennifer Allerton (re-election) 14.4 Claes
Boustedt (re-election) 14.5 Jürgen M Geissinger (re-election) 14.6
Johan Karlstr�m (re-election) 14.7 Johan Molin (re-election) 14.8
Lars Westerberg (re-election)
Hanne de Mora has informed that she is not available for
re-election.
Bj�rn Rosengren, born 1959, M.Sc. Technology, is President and
CEO of Sandvik AB since 1 November 2015. He was President and CEO
of Wärtsilä Corporation 2011–2015 and held several senior positions
within Atlas Copco 2001–2011. He is currently a Board member in
Danfoss A/S.
Helena Stjernholm, born 1970, M.Sc. Econ., is President and CEO
of AB Industrivärden. Prior to joining Industrivärden, she was a
partner in the private equity firm IK Investment Partners where she
had worked since 1998. She was a member of the firm’s Executive
Committee as well as the Investment Committee. She has served as a
member on numerous Swedish and foreign companies’ boards.
Item 15 – Re-election of Johan Molin as
Chairman of the Board of Directors. Item 16 –
Re-election of KPMG AB as Auditor for the period until the end of
the 2017 Annual General Meeting. Item 17 – Proposal by the Board of
Directors for a resolution on guidelines for the remuneration of
senior executives
The Board of Directors proposes that the Annual General Meeting
resolve to adopt the following guidelines for the remuneration of
senior executives for the period extending until the 2017 Annual
General Meeting, which guidelines correspond essentially to those
adopted by the 2015 Annual General Meeting.
The remuneration of the Group Executive Management is to
comprise fixed salary, variable salary, pension and other benefits.
The total remuneration package should be based on market terms, be
competitive and reflect the individual’s performance and
responsibilities as well as the Group’s earnings trend.
The variable salary may comprise short-term incentives in cash
and long-term incentives in cash, shares and /or share-based
instruments in Sandvik AB. Variable salary in cash is conditional
upon the fulfillment of defined and measurable goals and should be
maximized in relation to the fixed salary. Long-term incentives in
the form of shares and /or share-based instruments in Sandvik AB
may be provided through participation in long-term incentive
programs approved by the General Meeting. Terms and conditions for
variable salary should be designed so that the Board of Directors,
if exceptional economic circumstances prevail, has the option of
limiting or refraining from payment of variable salary if such a
measure is considered reasonable.
In specific cases, agreements may be reached regarding one-off
remuneration amounts provided that such remuneration does not
exceed an amount corresponding to the individual’s annual fixed
salary and maximum variable salary in cash, and is not paid more
than once per year and individual.
Pension benefits should either be defined benefit or defined
contribution, or a combination thereof.
Normally, severance pay is paid when employment is terminated by
Sandvik. Members of the Group Executive Management generally have a
period of notice of not more than 12 months, in combination with
severance pay corresponding to 6–12 months fixed salary. An
alternative solution may be applied to the President comprising a
period of notice of 24 months and no severance pay. No severance
pay will be paid when employment is terminated by the employee.
The Board of Directors is to have the right to depart from the
guidelines resolved on by the Annual General Meeting if, in an
individual case, there are special reasons for this.
The sphere of senior executives encompassed by the guidelines
comprises the President and other members of the Group Executive
Management.
For information concerning the current remuneration of senior
executives, including ongoing long-term incentive programs, refer
to note 3.5 in the Company’s 2015 Annual Report and the company’s
website.
Item 18 – Proposal by the Board of Directors for a resolution on
a long-term incentive program (LTI 2016)
Background
At Sandvik’s Annual General Meetings in 2014 and 2015 it was
resolved to adopt a long-term incentive program for senior
executives and key employees, in the form of a performance share
program requiring investment by all participants. The intention of
the Board of Directors was also to propose that the 2016 Annual
General Meeting resolve on a long-term incentive program in
accordance with the same main principles. Accordingly, the Board of
Directors proposes that the Annual General Meeting resolve on a
long-term incentive program for senior executives and key employees
for 2016 (“LTI 2016”), on substantially the same terms and
conditions as the 2014 and 2015 long-term incentive programs.
In addition to aligning the interests of the participants and
the shareholders, the purpose of LTI 2016 is also to strengthen the
Sandvik Group’s ability to attract, retain and motivate qualified
employees as well as to strengthen Sandvik’s focus and objective to
meet its long-term business goals.
The total number of shares that can be allocated pursuant to the
long-term incentive programs during the years 2014–2016 must not
exceed 12,540,000 shares, which corresponds to approximately 1
percent of the number of outstanding shares in Sandvik.
General
LTI 2016 encompasses approximately 350 senior executives and key
employees in the Sandvik Group, divided into four categories, and
comprises a maximum of 4,500,000 Sandvik shares.
In order to participate in LTI 2016 the employee is required to
invest in Sandvik shares at market price no later than 10 June 2016
(“Investment Shares”). In the event that the employee is not able
to invest before this date due to being entered in an insider list
(logbook) kept by Sandvik, the Board shall be entitled to postpone
the date of investment for such employee. The employee may within
the scope of LTI 2016 invest up to an amount corresponding to 10
percent of the employee’s fixed annual salary before tax at the
time of the investment.
Provided such acquisition of Investment Shares is made,
participants of LTI 2016 will be entitled to allotment of Sandvik
shares, free of charge, after a period of three years on the terms
and conditions set forth below.
Matching Shares
Each acquired Investment Share entitles participants, in all
four categories, to be allotted one Sandvik share (“Matching
Share”).
Performance Shares
Each acquired Investment Share entitles participants to be
allotted, in addition to Matching Shares, further Sandvik shares
provided certain performance targets are met (“Performance
Shares”). The maximum number of Performance Shares that may be
allotted for each acquired Investment Share is:
- 7 for the President,
- 6 for each additional member of the Group Executive Management
(currently 10 persons),
- 5 for each senior manager (approximately 60 persons), and
- 4 for each key contributor (approximately 280 persons).
Each member of the Group Executive Management shall nominate the
persons that are to be offered participation in LTI 2016 and that
are to be classified as senior manager and key contributor,
respectively, based on position, qualification and individual
performance. All nominations are to be approved by the
President.
The number of Performance Shares that will finally be allotted
to the participant for each acquired Investment Share is dependent
on the development of the Sandvik Group adjusted Earnings Per Share
(“EPS”) during the financial year 2016, compared to adjusted EPS
for the financial year 2015. The Board of Directors establishes the
levels regarding adjusted EPS that must be attained for allotment
of a certain number of Performance Shares. In order for any
Performance Shares to be allotted adjusted EPS growth for the
financial year 2016 must exceed 5 percent in relation to adjusted
EPS for the financial year 2015. The established levels and the
extent to which they are attained will be disclosed in the 2016
Annual Report.
Prerequisites for allotment
The allotment of Matching and Performance Shares, respectively,
requires continuous employment and that all Investment Shares be
held during a period of three years from the acquisition of the
Investment Shares (“Vesting period”). The Chairman of the Board of
Directors may in special cases grant exemptions from the
requirement to hold the Investment Shares during the whole Vesting
Period.
The right to be allotted Matching Shares presupposes that the
2017 Annual General Meeting decides on dividends for the financial
year 2016. Whether or not dividends are decided on does not impact
a participant’s right to be allotted Performance Shares.
If the prerequisites for allotment set forth for LTI 2016 are
met, allotment of Matching and Performance Shares, respectively,
will take place during 2019, and no later than 30 June 2019. The
allotment will take place free of charge, subject to tax.
Adjustment of the number of Performance Shares and/or Matching
Shares etc.
Before the allotment of Performance Shares takes place, the
Board of Directors shall consider whether the number of Performance
Shares is reasonable taking into account the financial results and
position of Sandvik, the impact of larger acquisitions, divestments
and other significant capital transactions, stock market conditions
and other circumstances. If the Board of Directors deems that this
is not the case, the Board of Directors shall reduce the number of
Performance Shares to the lower number the Board of Directors finds
appropriate or decide that no allotment should take place.
In the event of a bonus issue, split, rights issue and/or other
similar events in Sandvik, the Board of Directors shall be entitled
to decide on the recalculation of the terms of LTI 2016.
The Board of Directors may decide on the implementation of an
alternative cash based incentive solution for participants in
countries where the acquisition of Investment Shares or allotment
of Matching and Performance Shares, respectively, is not
appropriate, or if such solution is otherwise considered
appropriate. Such alternative incentive solution shall to the
extent practically possible be designed to correspond to the terms
of LTI 2016.
The Board of Directors, or a committee appointed by the Board of
Directors for this purpose, shall be responsible for the detailed
design and administration of LTI 2016 based on the main terms set
forth herein.
The right to be allotted Matching and Performance Shares,
respectively, cannot be transferred and does not give the
participant a right to compensation for dividend distributed during
the Vesting period with respect to the underlying shares.
Costs of LTI 2016 and hedging arrangements
The total costs of LTI 2016 are estimated at up to SEK 332
million, at maximum allotment of Matching and Performance Shares.
The costs will be allocated over the years 2016–2018. The costs
have been calculated as the sum of personnel costs, including
social security costs, and administration costs for the
program.
The administration costs have been estimated at SEK 3 million.
The personnel costs (excluding social security costs) have been
calculated based on the value, at the start of the program, of the
Matching and Performance Shares that may be allotted at maximum
performance, less the present value of the expected dividend during
the Vesting Period. The calculation of the maximum costs is based
on maximum performance and on a highest price per share of SEK
100.
Sandvik intends to secure its commitment to deliver up to
4,500,000 Sandvik shares under LTI 2016 through a share swap
agreement with a third party. The interest cost for such a share
swap is estimated at approximately SEK 1.5 million per year based
on the current interest levels. Against this cost, however, stands
the value of possible dividends. In addition, there will be
administrative costs estimated at approximately SEK 0.5
million.
Preparation of the proposal
The proposal has been prepared by the Board’s Remuneration
Committee and has been discussed and resolved on by the Board of
Directors. The President has not taken part in the Board of
Directors’ discussion with respect to the proposal.
Majority requirement
The resolution regarding LTI 2016 requires a majority of more
than half of the votes cast at the Meeting.
Other
For a description of other long-term incentive programs within
Sandvik reference is made to note 3.5 in Sandvik’s 2015 Annual
Report and to the Company’s website.
INFORMATION AT THE ANNUAL GENERAL MEETING
The Board of Directors and the President shall, if any
shareholder so requests and the Board of Directors believes that it
can be done without material harm to the Company, provide
information regarding circumstances that may affect the assessment
of an item on the agenda, and circumstances that can affect the
assessment of the Company’s or its subsidiaries’ financial
situation, or the Company’s relation to other group companies.
DOCUMENTATION
The Nomination Committee’s proposals under items 2 and 12–16 and
the Board of Directors’ proposals under items 17 and 18 are
included in their entirety in this notice. The Nomination
Committee’s statement and the presentation of the proposed Board
members are available on the Company’s website home.sandvik.
Accounting documents, the Auditor’s Report and the Auditor’s
statement regarding the application of the guidelines for
remuneration are available at Sandvik AB, Kungsbron 1, section G,
floor 6, Stockholm, as well as on the Company’s website
home.sandvik (http://www.sandvik.com/en). Copies of the
documents will be sent without charge to those shareholders who so
request and provide their address to the Company.
SHARES AND VOTES
The total number of shares and votes in the Company is
1,254,385,923.
PROGRAM
Registration for the Meeting will commence at 3:00 p.m. We will
offer a program with focus on safety from a customer perspective.
There will be musical entertainment as from 3:00 p.m. and the award
of the Wilhelm Haglund medal will take place at 4:20 p.m. A light
meal will be served as from 3:00 p.m.
Stockholm, March 2016
SANDVIK AKTIEBOLAG (PUBL)
The Board of Directors
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Sandvik ABPär AltanVice President External Communicationstel +46
8 456 12 37.
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