AAK Annual Report 2020

AAK Annual Report 2020 115 Annual General Meeting 2020 The Annual General Meeting held virtually, due to the Covid-19 pandemic, on May 13, 2020 was repre- sented by shareholders holding around 65 percent of the share capital and votes in the company. Georg Brunstam was elected Chairman of the Meeting. The Annual General Meeting adopted the income state- ment and balance sheet, as well as the consolidated income statement and consolidated balance sheet. Following this, the Annual General Meeting approved the Board’s proposal that, as a precaution due to the circumstances caused by Covid-19, no dividend should be distributed for the financial year 2019. Georg Brun- stam, Märta Schörling Andreen, Gun Nilsson, Bengt Baron, Patrik Andersson and Marianne Kirkegaard were re-elected as ordinary members of the Board of Directors. Georg Brunstam was elected Chairman of the Board. The employee organizations had appointed Lena Nilsson (PTK-L) and Leif Håkansson (IF Metall) as employee representative members of the Board, and Mikael Myhre (IF Metall) and Fredrik Rydberg (PTK-L) as deputy members of the Board. The Annual General Meeting authorized the Board to resolve on the issue of new shares by the Company or the acquisition of the Company’s own shares. Extraordinary General Meeting 2020 Based on the company’s performance during 2020 and the solid balance sheet, the Board of Directors proposed a dividend of SEK 2.10 for financial year 2019 to be resolved at an Extraordinary General Meeting on November 26, 2020. The meeting resolved in accord- ance with the Board’s proposal. Nomination Committee The Annual General Meeting decides on the election of the Board, among other items. The task of the Nomi- nation Committee is to make proposals to the Annual General Meeting regarding the election of the Chairman and other members of the Board and of the Chairman of the Meeting, and regarding remuneration issues and related issues. The Nomination Committee considers the company’s operations, phase of development and other relevant circumstances when assessing the appropriate composition of the Board. Nomination Committee for the Annual General Meeting in 2021 At the Annual General Meeting 2020, Märta Schörling Andreen (Melker Schörling AB), Elisabet Jamal Berg- ström (SEB Investment Management), Leif Törnvall (Alecta) and Joachim Spetz (Swedbank Robur Fonder) were elected members of the Nomination Committee in respect of the Annual General Meeting 2021. Märta Schörling Andreen was elected Chairman of the Nom- ination Committee. The members of the Nomination Committee represent around 42 percent of the votes in AAK. The decision also included the opportunity to change the composition of the Nomination Committee in the event of a change in ownership. During the year, the Nomination Committee held two minuted meet- ings. At these meetings, the Chairman reported on the evaluation work, whereupon the Nomination Com- mittee discussed any changes and new recruitments. The Nomination Committee has been contactable by letter with proposals from shareholders. The members of the Nomination Committee have not received any remuneration from AAK for their work. Shareholders who wish to contact the Nomination Committee can send letters addressed to AAK AB (publ.), Valberednin- gen, Skrivaregatan 9, SE-215 32 Malmö, Sweden. The Board of Directors and its activities The tasks of the Board are regulated in the Swedish Companies Act and the Articles of Association. In addition to this, the work of the Board is regulated by the working practices adopted by the Board each year. The procedural rules of the Board also regulate the distribution of work and responsibilities between the Board, the Chairman of the Board and the CEO and also include procedures for financial reporting by the CEO to the Board. According to the current working practices, the Board shall meet at least six times each year, including a statutory meeting following election held immediately after the Annual General Meeting. The tasks of the Board shall include setting strategies, business plans, budgets, interim reports and year-end reports for AAK. The Board shall also monitor the work of the CEO, appoint and dismiss the CEO and decide on important changes to AAK’s organization and oper- ation. The most important tasks of the Board are to set the overall goals for the company’s operation and to decide on the company’s strategy for achieving the goals; to ensure the company has an effective execu- tive management team and appropriate remuneration terms; to ensure the transparency and accuracy of the company’s external reporting; and that external reporting provides a fair presentation of the company’s