The Annual General Meeting in Ferronordic AB (publ) was held on 12 May 2021 without physical presence pursuant to the Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations (SFS 2020:198). Notice to the 2021 AGM was published on 14 April 2021 is, along with other material related to the AGM 2021, available at:
Previous General Meetings
The Nomination Committee for the 2021 AGM consists of the following persons:
Caroline Sjösten, representing Swedbank Robur;
Anders Blomqvist, representing Ferronordic employees;
Peter Zonabend, representing Per Arwidsson with associated parties; and
Jörgen Olsson (chairman), representing Skandinavkonsult i Stockholm AB
Policy on Remuneration to Senior Executive
The AGM on 12 May 2021 established the following guidelines concerning remuneration to senior executives.
These guidelines concern remuneration and other employment terms for Ferronordic’s management. The guidelines apply to employment contracts made after the approval of these guidelines by the meeting and to amendments to existing agreements made thereafter.
Remuneration to executives is based on current market terms on the markets where Ferronordic operates. Remuneration shall also be competitive in order to attract and retain competent executives.
Fixed salaries are established individually based on the criteria specified above, as well as the individual executive’s areas of responsibility and performance. For expatriates with salaries in roubles or other local currencies, the fixed salaries can be adjusted to reflect changes in fore exchange rates.
Executives may receive variable salaries in addition to fixed salaries. Variable salaries are paid upon fulfilment of pre-determined and measurable performance criteria, primarily based on the development of the Group as a whole, and/or the part of the group’s business that the executive is responsible for. Variable salary for the CEO shall not exceed 100% of the fixed salary. Variable salary for other executives shall not exceed 50% of the fixed salary. Exceptions are permitted for executives whose duties predominantly consist of sales, for whom the variable salary shall not exceed 200% of the fixed salary.
Executives are entitled to customary non-monetary benefits such as company cars and company health insurance. In addition, company housing and other benefits can be offered on an individual basis, such housing allowances and school/kindergarten allowances for expatriates.
In addition to those pension benefits that executives are entitled to according to law, executives may be offered pension benefits that are competitive in the country where the individual in question is or has been a resident or to which the individual has a relevant connection. Pension plans shall be defined contribution plans without guaranteed pension levels.
Severance pay shall not exceed 12 months.
The Board’s preparation and decision-making on issues concerning remuneration and other terms of employment
The Remuneration Committee is responsible for:
1) preparing the Board’s decisions on issues concerning principles of remuneration, remuneration and other terms of employment for executives,
2) monitoring and evaluating ongoing and during the year ended programs for variable remuneration,
3) monitoring and evaluating the application of these guidelines, and
4) monitoring and evaluating current remuneration structures and remuneration levels in the Group.
The Remuneration Committee prepares and the Board resolves on:
1) remuneration and employment terms of the CEO,
2) principles for remuneration for the other executives (including pension and severance pay).
The Remuneration Committee also reviews and recommends to the Board share-based incentive programs to be decided by the AGM.
Authority to decide on deviations from these guidelines
The Board may deviate from these guidelines if there are specific reasons in individual cases.
Earlier decisions on remuneration not due at the time of the AGM’s consideration of these guidelines
Remuneration approved but not due at the time of the AGM 2020 fall within the frames of these guidelines.
The board of directors has decided that the audit committee shall consist of Annette Brodin Rampe, Niklas Florén, Håkan Eriksson (chairman) and Staffan Jufors. Independent and qualified member is Niklas Florén. All members are independent of the company and management. Except for Håkan Eriksson, all member are independent of the larger shareholders. The audit committee shall ensure the quality of the financial statements, maintain ongoing contacts with the auditors, monitor the independence and objectivity of the auditors, in corporation with the nomination committee prepare the election of the auditors, monitor the internal control of the Ferronordic Group, as well as dealing with other related matters.
The board of directors has decided that the remuneration committee shall consist of Annette Brodin Rampe, Aurore Belfrage, Håkan Eriksson and Staffan Jufors (chairman). All members are independent of the company and the management. Except for Håkan Eriksson, all members are independent of the larger shareholders.
At the AGM on on 25 June 2020, KPMG AB was re-elected auditor of Ferronordic until the end of the next AGM. Auditor in charge is authorized accountant Mats Kåvik. KPMG and Mats Kåvik do not perform any services that could bring their independence into question. Nor have the services performed by the auditors for Ferronordic over and above the auditing services altered this opinion.