GOTHENBURG, Sweden,
March 20, 2020 /PRNewswire/ --
The shareholders of Concordia Maritime AB (publ), 556068-5819,
are hereby invited to attend the Annual General Meeting to be held
on Wednesday, 29 April 2020, at
1 p.m., at Elite Park Avenue, in
Gothenburg. Entrance to the venue
opens at 12:15 p.m.
Right to attend and notice of attendance
Shareholders who wish to attend the Annual General Meeting
must:
- Be registered as shareholders in the share
register kept by Euroclear Sweden AB on Thursday, 23 April 2020;
- Notify the company of their intention to
participate and the number of assistants (max. two) who
will accompany the shareholder at the following address:
Computershare AB "Concordia Maritime Aktiebolag's Annual General
Meeting", P.O. Box 5267, SE-102 46 Stockholm, Sweden, by
telephone +46 771-24 64 00 or by the company's website,
www.concordiamaritime.com, no later than Thursday, 23 April 2020.
At notification, name, the name of the assistants, personal
identification number/registration number, address and telephone
number must be stated.
Nominee-registered shares
Shareholders whose shares have been registered in the name of a
nominee must temporarily re-register their shares in their own name
to be entitled to vote at the Annual General Meeting. Such
registration must be effected at Euroclear Sweden AB no later than
23 April 2020. This means that
shareholders must inform the nominee to effect such registration
well before 23 April 2020.
Nominee
Shareholders who are represented by proxy shall issue a power of
attorney for the representative. A copy of the certificate of
registration (and should such certificate not exist, a
corresponding document of authority) of the legal entity shall be
attached to a power of attorney issued by a legal entity. In order
to facilitate the registration at the Meeting, powers of attorney
in original, certificates of registration and other documents of
authority should be sent to the company so as to be available by
23 April 2020. A form for proxy is
available at the company's head office and on the company's
website, www.concordiamaritime.com.
Information about measures due to the new coronavirus
As a precautionary measure to decrease any risk of spreading of
the new coronavirus in connection with the meeting, the company has
decided that no beverages and food will be offered after the
meeting, that presentations will be minimized and that some
restrictions will be made as to the attendance of non-shareholders.
In light of the recent government instructions, Concordia Maritime
would like to encourage all shareholders to carefully consider
whether to attend the meeting in person, but instead use its right
to vote via proxy. Concordia Maritime is carefully monitoring the
development and will if necessary update the information on which
measures that are taken on the company's website,
www.concordiamaritime.com.
Agenda
1. Election of Chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of persons to verify the minutes.
5. Consideration if the Annual General Meeting has been duly
convened.
6. Presentation of the Board of Directors and statement by the
Chairman of the Board.
7. Statement by the CEO.
8. Presentation of
(a) the annual accounts and the
consolidated annual accounts;
(b) the audit report and the audit
report for the group;
(c) the auditor's statement
regarding the company's compliance with the guidelines for
remuneration to members of the executive management in effect since
the previous Annual General Meeting.
9. Resolutions regarding
(a) adoption of the income
statement and balance sheet and the consolidated income statement
and the consolidated balance sheet;
(b) the allocation of the
company's profit according to the adopted balance sheet;
(c) the discharge from liability
towards the company in respect of the Board of Directors and the
CEO.
10. The Nomination Committee's report on its work and the
Nomination Committee's motivated statement concerning its proposals
regarding the Board of Directors.
11. Resolution regarding the number of members and deputy
members of the Board of Directors to be elected by the Annual
General Meeting and the number of auditors and deputy auditors.
12. Resolution regarding the remuneration to the Board of
Directors and the auditors.
13. Election of members of the Board of Directors and the
Chairman of the Board.
14. Election of auditor.
15. Resolution regarding the establishment of an Nomination
Committee for the next Annual General Meeting.
16. Resolution regarding guidelines for remuneration to the
executive management.
17. Resolution regarding amendment of the Articles of
Association.
Election of a Chairman for the meeting (item 1)
The Nomination Committee proposes that the Chairman of the Board
of Directors Carl-Johan Hagman is
elected as Chairman of the meeting.
Proposal of profit allocation (item 9
b)
The Board of Directors does not propose any distribution of
dividend.
Resolution regarding the number of members and deputy members
of the Board of Directors and the number of auditors and deputy
auditors (item 11)
The Nomination Committee proposes that the number of Board
members elected by the shareholders shall be six and that no
deputies should be appointed. The number of auditors is proposed to
be one.
Resolution regarding the remuneration to the Board of
Directors and the auditors (item 12)
The Nomination Committee proposes that remuneration to the Board
members shall remain unchanged at SEK 400,000 to the Chairman
and SEK 225,000 to each of the other Board members elected by
the shareholders. The proposed Board remuneration accordingly
remains unchanged at SEK 1,525,000.
The remuneration to the auditors shall be paid according to
invoice approved by the company.
Election of members of the Board of Directors and the
Chairman of the Board (item 13)
The Nomination Committee proposes that Carl-Johan Hagman, Stefan Brocker, Henrik
Hallin, Mats Jansson, Michael
G:son Löw and Helena Levander shall
be re-elected as Board members. Carl-Johan
Hagman is proposed to be re-elected as Chairman of the Board
of Directors.
Election of auditor (item 14)
In accordance with the Audit Committee's recommendation, the
Nomination Committee proposes that KPMG is re-elected as auditor of
the company. If the Annual General Meeting resolves to elect KPMG
as auditor, KPMG has informed that the current authorised public
accountant in the company, Jan Malm,
will continue as the main responsible auditor at KPMG.
Resolution regarding the establishment of Nomination
Committee for the next Annual General Meeting
(item 15)
The Nomination Committee proposes that the Annual General
Meeting resolves to adopt the following procedure for establishment
of a Nomination Committee.
The nomination process for the election of Board members
includes the appointment of a Nomination Committee consisting of
three members. The members shall comprise one representative from
each of the two largest shareholders (in terms of voting power),
provided they desire representation on the committee, and the
company's Chairman of the Board. The largest shareholder in terms
of voting power appoints the Chairman of the Nomination
Committee.
The largest shareholders will be contacted by the Chairman of
the Board on the basis of the company's list of registered
shareholders provided by Euroclear Sweden AB, or other reliable
shareholder information, as on the last business day of August in
the year prior to the meeting. After the shareholders have been
contacted, they shall give notice as to whether they wish to serve
on the committee or not within fourteen days. If no response is
received from the shareholder, contact is made with the next
largest shareholder. The names of the members of the Nomination
Committee shall be announced on the website immediately after their
appointment, but no later than six months before the Annual General
Meeting.
If the structure of major shareholders changes during the
nomination process the composition of the Nomination Committee may,
if the Nomination Committee so decide, be changed to reflect this.
The Nomination Committee may also increase its number of members by
one person.
The term of office for the Nomination Committee lasts until a
new committee is appointed.
The guidelines regarding nomination of Board members are that
the individual in question must have knowledge and experience
relevant to the company. The rules on the independence of Board
members contained in the Swedish Corporate Governance Code shall be
observed.
The Nomination Committee's tasks include submitting proposals to
the Annual General Meeting concerning the following areas:
- Board members and deputy Board members;
- Remuneration to the Board members and the Chairman;
- Auditor and deputy auditor and their fees;
- Proposals for procedures for appointing the Nomination
Committee.
The Nomination Committee may charge the company for recruitment
consultancy and other advisory services necessary to enable the
committee to fulfil its duties. As far as other work is concerned,
the Nomination Committee shall carry out the duties specified for
Nomination Committees in the Swedish Corporate Governance Code.
Resolution regarding guidelines for remuneration to the
executive management (item 16)
The Board of Directors proposes that the Annual General Meeting
resolves to adopt guidelines for remuneration to the executive
management in accordance with below.
Scope of the guidelines, etc.
Members of the executive management of Concordia Maritime fall
within the provisions of these guidelines. The guidelines are
forward-looking, i.e. they are applicable to remuneration agreed,
and amendments to remuneration already agreed, after adoption of
the guidelines by the annual general meeting 2020. These guidelines
do not apply to any remuneration decided or approved by the general
meeting.
Remuneration under employments subject to other rules than
Swedish may be duly adjusted to comply with mandatory rules or
established local practice, taking into account, to the extent
possible, the overall purpose of these guidelines.
The guidelines' promotion of the company's business strategy,
long-term interests and sustainability
The company's vision is to always be the preferred carrier and
business partner within tanker transportation, and in order to
achieve the purpose, the company has a business strategy that, in
short, is to provide safe, sustainable and reliable tanker
transportation based on innovation and performance for its
customer, and to make timely investments in vessels and gain
financially from fluctuations in their values. A prerequisite for
the successful implementation of the company's business strategy
and safeguarding of its long-term interests, including its
sustainability, is that the company is able to recruit and retain
qualified personnel. To this end, it is necessary that the company
offers attractive and competitive remuneration. The absolute level
depends on the scope and complexity of the position in question and
on the individual employee's annual performance. These guidelines
enable the company to offer the executive management an attractive
and competitive total remuneration.
Variable cash remuneration covered by these guidelines shall aim
at promoting the company's business strategy and long-term
interests, including its sustainability.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the
following components: fixed cash salary, variable cash
remuneration, pension benefits and other benefits. Additionally,
the general meeting may - irrespective of these guidelines -
resolve on, among other things, share-related or share
price-related remuneration.
The satisfaction of criteria for awarding variable cash
remuneration shall be measured over a period of one year. The
variable cash remuneration may amount to not more than 50 per cent
of the fixed annual cash salary. The variable cash remuneration
shall be linked to annually predetermined and measurable criteria,
e.g. commercial, operational and financial criteria, that shall be
determined by the Board of Directors. They may also be
individualized, quantitative or qualitative objectives. The
criteria shall be designed so as to contribute to the company's
business strategy and long-term interests, including its
sustainability, by for example being clearly linked to the business
strategy or promote the executive's long-term development.
Currently, these criteria include, inter alia, avoidance of
work-related personal injuries (LTIF), number of vetting
observations at vessel inspections, fleet utilization and profit
before tax. Applicable criteria and the relative size of the
criteria is determined individually.
To which extent the criteria for awarding variable cash
remuneration has been satisfied shall be evaluated/determined when
the measurement period has ended. The Board of Directors is
responsible for the evaluation so far as it concerns variable
remuneration to the CEO. For variable cash remuneration to other
executives, the CEO is responsible for the evaluation. For
financial objectives, the evaluation shall be based on established
financial data for the relevant period. Should the group's profit
before tax be negative for the relevant period, the payment of
variable cash remuneration be limited to 50 per cent of the actual
result.
For the CEO, pension benefits, including health insurance
(Sw: sjukförsäkring), shall be premium defined. Variable
cash remuneration shall qualify for pension benefits. The pension
premiums for premium defined pension shall amount to not more than
35 per cent of the annual cash remuneration. For other executives,
pension benefits, including health insurance, shall be premium
defined unless the individual concerned is subject to defined
benefit pension under mandatory collective agreement provisions.
Variable cash remuneration shall qualify for pension benefits only
to the extent required by mandatory collective agreement
provisions. The pension premiums for premium defined pension shall
amount to not more than 30 per cent of the fixed annual cash
salary.
Other benefits may include, e.g., medical insurance (Sw:
sjukvårdsförsäkring) and company cars. Such benefits may amount
to not more than 10 per cent of the fixed annual cash salary.
Executives who are expatriates to or from Sweden may receive additional remuneration and
other benefits to the extent reasonable in light of the special
circumstances associated with the expat arrangement, taking into
account, to the extent possible, the overall purpose of these
guidelines. Such benefits may not in total exceed 15 per cent of
the fixed annual cash salary.
Termination of employment
The notice period may not exceed two years for the CEO and six
months for other executives, if notice of termination of employment
is made by the company. Fixed cash salary during the period of
notice and severance pay may together not exceed an amount
equivalent to the CEO's fixed cash salary for two years, and six
months for other executives. When termination is made by the
executive, the period of notice may not to exceed twelve months for
the CEO and six months for other executives, without any right to
severance pay.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these
remuneration guidelines, salary and employment conditions for
employees of the company have been taken into account by including
information on the employees' total income, the components of the
remuneration and increase and growth rate over time, in the Board
of Directors' basis of decision when evaluating whether the
guidelines and the limitations set out herein are reasonable. The
development of the gap between the remuneration to executives and
remuneration to other employees will be disclosed in the
remuneration report.
The decision-making process to determine, review and
implement the guidelines
The Board of Directors has not established a remuneration
committee, since the Board of Directors found it more appropriate
for the entire Board to fulfil the duties of a remuneration
committee. The Board of Directors shall prepare a proposal for new
guidelines at least every fourth year and submit it to the general
meeting. The guidelines shall be in force until new guidelines are
adopted by the general meeting. The Board of Directors shall also
monitor and evaluate programs for variable remuneration for the
executive management, the application of the guidelines for
executive remuneration as well as the current remuneration
structures and compensation levels in the company. The CEO and
other members of the executive management do not participate in the
Board of Directors' processing of and resolutions regarding
remuneration-related matters in so far as they are affected by such
matters.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from
the guidelines, in whole or in part, if in a specific case there is
special cause for the derogation and a derogation is necessary to
serve the company's long-term interests, including its
sustainability, or to ensure the company's financial viability. The
Board of Directors resolves on any resolutions to derogate from the
guidelines.
Resolution regarding amendment of the Articles of Association
(item 17)
The Board of Directors proposes that § 10 subparagraph 2 of the
Articles of Association shall be amended in accordance with below,
in order to prevent contradiction between the provision and the
expected amended wording of the Swedish Companies Act
(2005:551).
Current wording §
10 subparagraph 2
|
Proposed wording §
10 subparagraph 2
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To be entitled to
participate in a general meeting, shareholders must be recorded in
a print-out or other presentation of the complete share register
relating to the circumstances as of five business days before the
meeting, and give notice to the company no later than the day
stipulated in the notice of the meeting. This day may not be a
Sunday, another public holiday, a Saturday, Midsummer's Eve,
Christmas Eve or New Year's Eve, and may not fall earlier than the
fifth business day prior to the meeting.
|
To be entitled to
participate in a general meeting, shareholders must give notice to
the company no later than the day stipulated in the notice of the
meeting. This day may not be a Sunday, another public holiday, a
Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and may
not fall earlier than the fifth business day prior to the
meeting.
|
Further, the Board of Directors proposes that § 1 item 14 of the
Articles of Association shall be amended in accordance with below,
due to certain earlier changes of statutory law.
Current wording §
1
|
Proposed wording §
1
|
§1. Operating
name
The operating
name of the Company is Concordia Maritime Aktiebolag
(publ).
|
§1. Company
name
The name of the Company is Concordia Maritime
Aktiebolag (publ).
|
Current wording §
14
|
Proposed wording §
14
|
§ 14. Record date
provision
The Company's shares
shall be registered in a central securities depository register
pursuant to the Financial Instruments Accounts Act
(1998:1479).
|
§ 14. CSD
Company
The Company's shares shall be registered in a
central securities depository register pursuant to the Central
Securities Depositories and Financial Instruments Accounts Act
(1998:1479).
|
The Board of Directors proposes that the CEO, or the one
appointed in its place, shall have the right to make such minor
adjustments of the above resolution as may be required in
connection with the registration with the Swedish Companies
Registration Office.
In order to be valid, a resolution regarding amendment of the
Articles of Association requires approval of at least two thirds of
the votes cast and the shares represented at the Annual General
Meeting.
Available documentation
The Annual Report in Swedish, the audit report, the auditor's
opinion in item 8 c), and complete proposals and motivated
statements regarding items 10-17 are available at the company's
headquarters and the company's website, www.concordiamaritime.com,
in connection to the issue of the summons. The above documents will
also be sent to shareholders upon request, provided that such
shareholder states a postal address. Such a request may be made in
the same manner as notice of attendance must be made as described
above. The documentation will also be available at the Annual
General Meeting.
Shares and votes
The total number of shares in the company amounts to 47,729,798
shares, whereof 4,000,000 Series A shares and 43,729,798 Series B
shares, representing a total of 83,729,798 votes. The company does
not own any of its own shares.
Information at the Annual General Meeting
The Board of Directors and the CEO shall, if requested by a
shareholder and if the Board considers that it will not cause
significant damage to the company, provide information on
circumstances that could affect the assessment of a matter on the
agenda, circumstances that could affect the assessment of the
company's or a subsidiary's economic situation and the company's
relations with another group company.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in March, 2020
Concordia Maritime AB (publ)
Board of Directors
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/concordia-maritime/r/notice-to-the-annual-general-meeting-of-concordia-maritime-ab--publ-,c3064622
The following files are available for download:
https://mb.cision.com/Main/1948/3064622/1214795.pdf
|
Notice to the Annual
General Meeting of Concordia Maritime AB (publ)
|
For more information, please contact:
Kim Ullman
CEO, Concordia Maritime AB
Tel +46-31-855003
Mob +46-704-855003
Email: kim.ullman@concordiamaritime.com
Ola Helgesson CF
Concordia Maritime AB
Tel +46-31-855009
Mob +46-704-855009
Email: ola.helgesson@concordiamaritime.com
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SOURCE Concordia Maritime