Annual General Meeting of Securitas AB (publ) 2010
4 May 2010
At today's Annual General Meeting of Securitas AB (publ) the following was resolved:
Board of Directors
The Annual General Meeting resolved that the number of Board members shall be nine with no deputy members. The Meeting re-elected Fredrik Cappelen, Carl Douglas, Marie Ehrling, Annika Falkengren, Stuart E. Graham, Alf Göransson, Fredrik Palmstierna, Melker Schörling and Sofia Schörling-Högberg. Melker Schörling was re-elected Chairman of the Board. The fee to the Board members was determined to SEK 4,875,000 in total (including fees for committee work) apportioned so that the Chairman of the Board shall receive SEK 1,000,000, the deputy Chairman SEK 725,000 and the other Board members, except for the President, SEK 450,000 each. The Chairman of the Audit Committee shall receive SEK 200,000, the Chairman of the Remuneration Committee SEK 100,000, a member of the Audit Committee SEK 100,000 and a member of the Remuneration Committee SEK 50,000. The auditor’s fees are to be paid as per agreement.
At the Annual General Meeting 2008 the accounting firm PricewaterhouseCoopers, Stockholm, was elected auditor of the company for a period of four years. Peter Nyllinge, authorised public accountant, is auditor in charge.
The Meeting re-elected Gustaf Douglas (Investment AB Latour, etc.), Marianne Nilsson (Swedbank Robur Fonder), Per-Erik Mohlin (SEB Fonder/SEB Trygg Liv), and Mikael Ekdahl (Melker Schörling AB) and elected Lars Rosén (Länsförsäkringar) as members of the Nomination Committee before the Annual General Meeting 2011. Gustaf Douglas was appointed Chairman of the Committee.
In accordance with the proposal of the Board, the Meeting resolved to declare a dividend of SEK 3.00 per share. May 7, 2010 was determined as record date for dividend and payment from Euroclear Sweden AB is expected to commence on May 12, 2010.
Guidelines for remuneration to management
The Annual General Meeting resolved on the adoption of guidelines for remuneration to management, principally entailing that the total remuneration shall be competitive and in accordance with market conditions. The benefits shall consist of fixed salary, possible variable remuneration and other customary benefits and pension. The variable remuneration shall have an upper limit and be related to the fixed salary. The variable remuneration shall be based on the outcome in relation to set targets and be in line with the interests of the shareholders. Pension benefits shall be fee-based and pension rights shall be applicable as from the age of 65, at the earliest. The variable remuneration shall not be pension qualifying unless local regulations provide otherwise. The complete guidelines are published on the company website www.securitas.com.
Implementation of an incentive scheme
The Annual General Meeting resolved on a share and cash bonus scheme. Approximately 2,500 Securitas employees now participating in the Securitas cash bonus schemes will participate in the Incentive Scheme and thereby be entitled to receive a part of the yearly cash bonus in the form of shares in Securitas, provided that certain predetermined and measurable performance criteria, which currently apply under the cash bonus schemes, are met. The Annual General meeting decided that the Incentive Scheme will be hedged by the entry of Securitas into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer shares in the company to employees participating in the scheme. Further information is published on the company website www.securitas.com.
President and CEO Alf Göransson reported on Securitas operations during the year 2009 and commented further work within Securitas. The script and the presentation are published in complete versions at www.securitas.com. The quotas below are from the script and refer to the operations:
“Briefly, I could summarize 2009 as a difficult but successful year for Securitas.”
“Despite a challenging business climate with volume cutbacks and pressure on prices, 2009 was nevertheless a successful year. For example, we established a segment in the area of healthcare in the USA, which we believe will be a growth area in the coming years. Furthermore, we achieved success in Sweden in the area of Mobile and Monitoring with Securitas Home Alert Services, and we plan to expand these efforts to other markets in 2010. Our presence in Eastern Europe and Latin America also grew satisfactorily.”
“We intend to remain active in the area of acquisitions during 2010 and to selectively take advantage of the opportunities brought about by the recession. We have an acquisition capacity that is equivalent to approximately half of the free cash flow generated by the Group, which typically entails a sales growth rate of between 3 and 5 percent annually through acquisitions made by the Group. We do not have any geographical limitations. Instead, we prioritize the best transactions and returns in mature markets that offer favorable synergies and in which we can complement or strengthen our market position, as well as in new markets where we are primarily able to strengthen our position in global procurement.”
“One of our most important and decisive challenges is to maintain the balance between wage increases and price increases in the customer portfolio. We succeeded in doing this in both 2008 and 2009. During 2010, we will face the difficult challenge of continuing to maintain this balance, a task that will be particularly tough since our customers have limited understanding or acceptance of price increases in a low inflation environment. Accordingly, eliminating or at least minimizing all increases in fixed wages costs will be an important defensive measure in 2010. In 2009, we achieved significant cost reductions, particularly in larger markets, such as the USA, Spain and France, where we have experienced negative growth for some time. While we can never fully offset the costs associated with a decline in volume, we hope to be able to adopt a restrained approach when it comes to redeploying resources when growth recovers, thereby benefitting from the cost-cutting measures that were implemented.”
This press release is also available at: www.securitas.com
Gisela Lindstrand, Senior Vice President Corporate Communications and Public Affairs,
Securitas AB, mobile +46 70 287 8662
Micaela Sjökvist, Head of Investor Relations, mobile +46 76 116 7443