Below is a summary of the most important decisions made by the Extraordinary General Meeting of D. Carnegie & Co AB, held in Stockholm today.
Changes to the Board of Directors
The Extraordinary General Meeting decided that the number of Directors to be elected shall be six. It was decided that Mai-Lill Ibsen will remain as a Director of the Board. Björn C Andersson, Anders Fällman, Jan Kvarnström, Catharina Lagerstam and Patrik Tigerschiöld were elected Directors of the Board. Anders Fällman was elected Chairman of the Board and Jan Kvarnström was elected Deputy Chairman of the Board.
Remuneration to the Board of Directors
The Extraordinary General Meeting decided that remuneration to the Directors of the Board shall be paid according to the resolution of the Annual General Meeting 2007, subject to pro rata adjustment for the newly elected Directors based on the remaining period of service.
Changes to the Share Programme 2008
The Extraordinary General Meeting decided to assign the Board of Directors to more closely analyse how the Share Programme 2008 should be adjusted, taking into account the circumstances Folksam refers to in the notice of the Extraordinary General Meeting.
Review of the approval of the decision regarding the allocation of Carnegie’s profit share system
The Extraordinary General Meeting decided that the decision made at the Extraordinary General Meeting held on 23 August 2007 regarding the approval of the decision regarding the allocation of the company’s profit share system shall remain unchanged.
Amendment to the instruction for the Nomination Committee
The Extraordinary General Meeting decided to adopt the following procedure for appointment of the Nomination Committee.
The Extraordinary General Meeting commissioned the Chairman of the Board to contact the largest Shareholders of the Company, in order to appoint a Nomination Committee. The Nomination Committee shall make nominations to the Annual General Meeting 2008, or when applicable, to an Extraordinary General Meeting, for a Chairman of the General Meeting, the Board of Directors, the Chairman of the Board, and shall also propose remuneration of the Board of Directors. The Nomination Committee shall comprise not less than three and not more than five representatives of larger Shareholders, who together with the Chairman of the Board are to form the Nomination Committee. Larger Shareholders shall also include a by agreement lasting group of shareholders having a common position by coordinated exercise of voting power.
The Chairman of the Board shall not be Chairman of the Nomination Committee. Until the Nomination Committee has elected a Chairman among themselves, the Chairman of the Board shall be the convener of the Nomination Committee. The members of the Nomination Committee shall be presented immediately following the appointment of the Nomination Committee, or where applicable, following a change in the composition of the Nomination Committee.
Up to and including January 2008, a new larger Shareholder shall be offered to join the Nomination Committee, and other changes to the composition of the Nomination Committee shall be made as a result thereof. Changes in the composition of the Nomination Committee shall be decided by the Chairman of the Board.