AAK Annual Report 2017

40 Planned dividend policy The objective of the Board of Directors, taking into account the GHYHORSPHQW RI *URXS HDUQLQJV LWV ¿QDQFLDO SRVLWLRQ DQG IXWXUH development opportunities, is to propose annual dividends equi- YDOHQW WR DW OHDVW ± SHUFHQW RI WKH SUR¿W IRU WKH \HDU DIWHU WD[ for the Group. Concluding comments by the acting CEO “Based on AAK’s customer value propositions for health and reduced costs, and our customer product co-development and solutions approach, we continue to remain prudently optimistic about the future. The main drivers are the continued positive underlying development in Food Ingredients and a continued LPSURYHPHQW LQ &KRFRODWH &RQIHFWLRQHU\ )DWV ´ Nomination Committee For the 2018 Annual General Meeting, the Nomination Committee has proposed that Georg Brunstam be elected as Chairman of the Board. With Melker Schörling AB (publ.) as main shareholder, *HRUJ KDV GHYHORSHG +H[SRO LQWR D KLJKO\ SUR¿WDEOH ZRUOG OHDG - LQJ JURXS LQ WKH SRO\PHU LQGXVWU\ +H UHFHQWO\ OHIW KLV H[HFXWLYH SRVLWLRQ IRU D UROH DV &KDLUPDQ RI WKH %RDUG DW +H[SRO DQG LV now being proposed for the corresponding position at AAK. The Nomination Committee has also proposed re-election of Gun Nilsson, Bengt Baron, Lillie Li Valeur, Märta Schörling Andreen and Marianne Kirkegaard as Board members. Mikael Ekdahl will return to the role of secretary of the Board. In total, the Nomination Committee represents approximately 46 percent of the shares and votes in AAK as at December 31, 2017. AAK’s Nomination Committee for the 2018 Annual General Meeting consists of: Märta Schörling Andreen (Chair), Melker Schörling AB (publ.) Lars-Åke Bokenberger, AMF Fonder +HQULN 'LGQHU 'LGQHU *HUJH )RQGHU <YRQQH 6|UEHUJ +DQGHOVEDQNHQ )RQGHU Share capital and shareholder structure The total number of shares in AAK as of December 31, 2017 was 42,288,489. There is one class of shares in AAK, and each share entitles the holder to one vote. There are no limits as regards how many votes each shareholder may cast at an Annual General Meeting. Nor are there any limitations regarding the transfer of the shares resulting from provisions in law or in the Articles of Association. Of the Company’s shareholders, only Melker Schörling AB (publ.) has a shareholding which represents at least one-tenth of the number of votes of all shares in AAK. Melker Schörling AB (publ.)’s shareholding as at December 31, 2017 amounted to 32.9 percent of the shares and votes. AAK is not aware of any agreement between direct shareholders of AAK that would involve limitations in the right to transfer shares. The shareholder structure is described further in the section the AAK Share, page 90. Articles of Association The Articles of Association stipulate that Board members shall be appointed by the Annual General Meeting of AAK. The Articles of Association contain no provisions regarding dismissal of Board members or regarding amendment of the Articles of Association. 2SHUDWLRQV DQG VLJQL¿FDQW HYHQWV Business areas The Company’s business areas are Food Ingredients, Chocolate & Confectionery Fats and Technical Products & Feed. Group-wide functions are included in the Group Functions segment. Food Ingredients maintains its strong regional positions, primarily in Europe, the USA and North Latin America, but is gradually strengthening its positions in other regions. Chocolate & Confectionery Fats and Personal Care have world-leading positions, and these will gradually be expanded in an increasingly global arena. Technical Products & Feed has a strong local position in Northern Europe and will continue to focus its growth efforts in these geographical areas through its close links to the Karlshamn IDFWRU\ LQ 6ZHGHQ EULQJLQJ VLJQL¿FDQW V\QHUJ\ HIIHFWV The AAK Way, the company program Our primary focus for our company program, The AAK Way, is to enable the Company to further increase its organic growth. This ZLOO EH DFKLHYHG E\ IRFXVLQJ RQ ¿YH SULRULW\ DUHDV ³*R WR 0DUNHW´ ³2SHUDWLRQDO ([FHOOHQFH´ ³6SHFLDO )RFXV $UHDV´ ³,QQRYDWLRQ´ DQG ³3HRSOH´ 7KH SURJUDP LV GHYHORSLQJ DFFRUGLQJ WR SODQ Strategic investments in China and Brazil 7KH QHZ IDFWRU\ LQ &KLQD ZDV RI¿FLDOO\ RSHQHG LQ 6HSWHPEHU EXW WKH ¿UVW SURGXFWV OHIW WKH IDFWRU\ DW WKH HQG RI 0DUFK 7KH volumes in the new factories in China and Brazil develop positively and according to plan. Company management In July, it was with great grief we were informed about the tragic news that Arne Frank’s hope for a positive outcome of his cancer treatment would unfortunately not be realized. Arne Frank joined AAK as President and CEO in 2010 and with very great success developed the company into a world-leading player in the market for value-adding vegetable oils and fats. Arne will be deeply missed ZLWKLQ $$. ERWK RQ D SHUVRQDO DQG SURIHVVLRQDO OHYHO ,Q WKLV GLI¿ - cult situation, Fredrik Nilsson, CFO and acting CEO, together with AAK’s management and their teams have continued to execute on the company’s strategy in a very professional way. In November, the Board of AAK AB (publ.) appointed Johan :HVWPDQ DV 3UHVLGHQW DQG &(2 RI $$. $% SXEO +H LV FXUUHQWO\ Senior Vice President Europe and Managing Director of the BlankLight division at Shiloh Industries. Shiloh Industries, Inc. 1$6'$4 6+/2 ZLWK LWV KHDGTXDUWHUV LQ 9DOOH\ &LW\ 2KLR 86$ is a global supplier of innovative solutions to the mobility market and has just over 3,600 employees and approximately USD 1 billion in revenues. Johan has nearly 20 years of industrial experience in manage- PHQW FRQVXOWLQJ DQG WKH DXWRPRWLYH LQGXVWU\ +H ZDV 3UHVLGHQW and CEO of FinnvedenBulten AB (publ.) between 2009 and 2014 and CEO of the Finnveden Metal Structures AB division between 2008 and 2014. Before that, he worked for eight years in manage- ment consulting for Arthur D. Little. Johan Westman will begin his role as President and CEO no later than June 1, 2018. Financial goals $$.¶V ¿QDQFLDO JRDOV DUH WR JURZ IDVWHU WKDQ WKH XQGHUO\LQJ PDUNHW DQG WR JHQHUDWH VWURQJ FDVK ÀRZV :H DOVR LQWHQG WR FRQWLQXDOO\ improve the return on operating capital.