AAK Annual Report 2017

41 External risks 7KH $$. *URXS LV H[SRVHG WR WKH ¿HUFH FRPSHWLWLRQ ZKLFK FKDUDFWHUL]HV WKH LQGXVWU\ UHODWHG WR ÀXFWXDWLRQV LQ UDZ PDWHULDO prices which affect capital tied up. Operational risk The raw materials used in operations are agricultural products, and availability may therefore vary due to climatic and other external factors. Financial risk 7KH *URXS¶V PDQDJHPHQW RI ¿QDQFLDO ULVNV LV GHVFULEHG LQ 1RWH Financial Risk Management. Corporate Governance Report The corporate governance report on pages 81–85 is part of the Directors’ Report. For information on the composition and work, etc., of the Board of Directors, see the Corporate Governance Report on page 82. Sustainability Report Under Chapter 6, Section 11, of the Swedish Annual Accounts Act, AAK has decided to prepare its Sustainability Report separately from the Annual Report. The Sustainability Report was submitted to the auditor with the Annual Report. Parent The Company is the holding company of the AAK Group, and its activities consist mainly of joint Group functions connected to the development and management of the Group. The Parent employs SHUVRQQHO ZLWK VNLOOV DQG FRPSHWHQFLHV WR H[HFXWH JURXS ZLGH ¿ - nancing, accounting, information, marketing, product development, human resources and IT. The Parent is also responsible for Group strategy and risk management, and provides legal and tax-related services to Group companies. The Parent’s invoicing in 2017 amounted to SEK 97 million (95). 7KH SUR¿W DIWHU ¿QDQFLDO LWHPV DPRXQWHG WR 6(. PLOOLRQ Interest-bearing liabilities minus cash and cash equivalents and interest-bearing assets were SEK -1,440 million (-1,301). Invest- ments in intangible non-current assets and property, plant and equipment amounted to SEK 3 million (9). The Parent had a total of 36 (31) employees on December 31, 2017. 1R VLJQL¿FDQW HYHQWV KDYH RFFXUUHG DIWHU WKH HQG RI WKH UHSRUWLQJ period. Background to and motivation of the proposed dividend The Board of Directors has proposed that the 2018 Annual Gen- HUDO 0HHWLQJ DSSURYH DQ DSSURSULDWLRQ RI SUR¿WV XQGHU ZKLFK WKH shareholders will receive a dividend of SEK 9.75 per share. The proposed dividend therefore totals SEK 412 million. The objective is for the dividend in the long term to correspond to 30–50 percent RI FRQVROLGDWHG SUR¿WV DIWHU WD[ ZKLOH DOZD\V FRQVLGHULQJ $$.¶V ORQJ WHUP ¿QDQFLQJ UHTXLUHPHQWV 7KH 3DUHQW KDV QR ¿QDQFLDO instruments valued under Chap. 4, Section 14 a, of the Swedish $QQXDO $FFRXQWV $FW 7KH %RDUG RI 'LUHFWRUV KHUHE\ makes the following statement regarding the proposed dividend, in accordance with Chap. 18, Section 4, of the Swedish Companies $FW Important agreements affected by change in control resulting IURP RI¿FLDO WDNH RYHU ELG 7KH *URXS¶V ORQJ WHUP ¿QDQFLQJ DJUHHPHQW FRQWDLQV VWLSXODWLRQV that, in certain cases, give the lender the right to request advance payment if control of AAK changes substantially. Such a substantial FKDQJH LQ FRQWURO FDQ RFFXU DV D UHVXOW RI DQ RI¿FLDO WDNH RYHU ELG AAK’s assessment is that it has been necessary to accept these VWLSXODWLRQV LQ RUGHU WR REWDLQ ¿QDQFLQJ RQ WHUPV ZKLFK DUH RWKHU - wise acceptable. Guidelines for remuneration of senior executives Guidelines for the remuneration of the CEO and other senior executives were adopted by the 2017 Annual General Meeting. No deviations from these guidelines have been made. The Board of Directors of AAK proposes that the 2018 Annual General Meeting resolve that the same guidelines for remuneration of senior exec- utives be applied in 2018 as in 2017. The present guidelines are contained in Note 8, Remuneration of the Board of Directors and Senior Executives. These guidelines will cover those persons who are in Group management positions during the period of time in which the guide- lines apply. The guidelines apply to agreements entered into after a resolution by the Annual General Meeting, and in the event that changes are made to existing agreements after this point in time. The Board will be entitled to diverge from the guidelines if there are particular reasons to do so in an individual case. Product development The Group’s product development operations are described in further detail on pages 12–19. Environment The environmental impact from our plants includes emissions of odorous substances, solvents, smoke and gases into the atmo- sphere, as well as discharging fats, oxygen-consuming material, and nutrients into the water, and also creating organic waste and noise. We continually review our impact on all levels to further improve environmental performance at AAK. We operate all our SODQWV ZLWK DSSURSULDWH RI¿FLDO SHUPLWV LQ DOO FRXQWULHV LQ ZKLFK ZH operate. In Sweden, the operations in Karlshamn are licensable under Swedish law. Employees The recruitment of skilled and competent personnel is an important component in maintaining competitiveness for the AAK Group. The Group therefore has continuous active programs for personnel development. Risk management and sensitivity analysis All business operations involve risks – a controlled approach to ULVN WDNLQJ LV D SUHUHTXLVLWH IRU PDLQWDLQLQJ JRRG SUR¿WDELOLW\ Risks may depend on events in the operating environment and may affect a certain sector or market. A risk may also be purely FRPSDQ\ VSHFL¿F RU FRXQWU\ VSHFL¿F $W $$. HIIHFWLYH ULVN management is a continual process which is conducted within the framework of operational management and forms a natural part of the day-to-day monitoring of operations. For more detailed information, please refer to the section on Risks on pages 24–25 and to Note 3, Financial Risk Management.