At the Annual General Meeting in Capio AB (publ) held today mainly the following was resolved.
Election of Board of Directors, auditor and fees
The AGM re-elected Gunnar Németh, Fredrik Näslund, Birgitta Stymne Göransson, Pascale Richetta and Michael Flemming and elected Michael Wolf, Gunilla Rudebjer and Joakim Rubin as ordinary members of the Board. Michael Wolf was elected Chairman of the Board. The accounting firm Ernst & Young AB was, in accordance with the recommendation of the Finance and Audit Committee, re-elected as auditor, whereby the accounting firm has informed that the authorised public accountant Mikael Sjölander will be appointed as auditor in charge.
The fees to the Directors shall be allocated with SEK 1,100,000 to the Chairman and SEK 400,000 to each of the other Directors elected by the AGM and not employed by the company. An additional compensation of SEK 20,000 per meeting in person for travelling time will be offered to the Directors Pascale Richetta and Michael Flemming. The chairman of the Finance and Audit Committee shall receive SEK 150,000 and a member thereof SEK 50,000, the chairman of the Remuneration Committee shall receive SEK 50,000 and a member thereof SEK 50,000, and the chairman of the Medical Quality Committee SEK 150,000 and a member thereof SEK 75,000. The auditor shall be remunerated according to agreement.
Adoption of the Income Statement and the Balance Sheet for the company and the group and resolution regarding discharge from liability
The AGM resolved on the adoption of the presented Income Statement and the Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet as per 31 December 2016. Further, the AGM resolved that the Board of Directors and the Managing Director should be discharged from liability for the financial year 2016.
In accordance with the Board’s proposal, the AGM resolved to declare a dividend of SEK 0.90 per share. Friday 5 May 2017 was determined as record day for the payment of dividend. Payment from Euroclear Sweden AB is expected to commence on 10 May 2017.
Guidelines for remuneration for the CEO and other senior managers
The AGM resolved on the adoption of guidelines for remuneration for the CEO and other senior managers principally entailing that the remuneration shall consist of a fixed salary, possible variable remuneration, other benefits and pension and should correspond to market conditions and be competitive in the senior manager’s relevant labor market. The variable remuneration shall be maximized to 60 per cent of the fixed gross salary. The variable remuneration shall not qualify for pension unless local regulations provide otherwise. The Board shall annually consider whether a share or share price related incentive program shall be proposed to the general meeting.
The notice period shall not exceed 12 months. In case of notice of termination by the company, the combined notice period and the period during which severance payment is paid should not exceed in aggregate 24 months. Pension benefits should if possible be defined by contribution but may also be defined by benefit, or combination thereof, and should entitle the senior manager to pension payments from the age of 65 at the earliest, unless local regulations provide otherwise.
Amendment of the Articles of Association
The AGM resolved to approve the Board’s proposal to clarify the object of the company’s business entailing that § 3 in the Articles of Association will have the following wording: “The company shall, directly or through subsidiaries, conduct work within healthcare and medical care, provide subsidiaries with services mainly regarding administration and governance, and conduct other activities compatible therewith.”
For information, please contact:
Olof Bengtsson, CFO
Telephone: +46 761 18 74 69
Kristina Ekeblad, IR manager
Telephone: +46 708 31 19 40