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2013-03-06 18:52:52 CET 2013-03-06 18:53:54 CET BIRTINGARSKYLDAR UPPLÝSNINGAR Marel hf. - Decisions of extraordinary general meetingDECISIONS OF MAREL´S ANNUAL GENERAL MEETING6 MARCH 2013 At the Annual General Meeting og Marel hf. which took place at the company's headquarters 6 March 2013 the following proposals were approved unanimously. Below are the decisions of the Annual General meeting: 1. The Consolidated Financial Statement and the Report of the Board of Directors were approved. 2. Proposal on dividends payment for the operational year 2012 was approved The Meeting approved that the Company pay a dividend of 0.97 euro cents per share to shareholders for the operational year 2012, corresponding to about 20% of Company profits for the year. The right to a dividend is constricted to the day of the Annual General Meeting, end of day. Ex-date is March 7th 2013. Payment of dividends will occur on April 5th 2013. 3. Proposal on remuneration to board members for the year 2013 and of the Auditor for the year 2012 was approved The Meeting approved that the remuneration to Board members for the year 2013 remains unamended from last year and be as follows: the Chairman will receive €7,500 per month, the Chairman of the Audit Committee will receive €5,000 per month and other members of the Board of Directors will receive €2,500 per month. The remuneration will be paid on the 15th day of each month. Furthermore it was approved that the Auditor's fees will be paid against their invoices approved by the Company. 4. The Company´s Remuneration Policy was confirmed It is as follows: The Remuneration Policy of Marel hf. and its subsidiaries (the “Company”), is designed to attract, motivate and retain exceptional employees in a competitive and international market. The policy reflects the Company's objectives for good corporate governance as well as sustained long-term value creation for shareholders. The Remuneration Policy applies to the Company's senior management, including its Board of Management and Board of Directors. Executive Remuneration - Board of Management Executive remuneration is proposed by the Company's Remuneration Committee and subsequently approved by the Board of Directors. Executive remuneration is evaluated annually against performance and a benchmark of international companies, which in size and complexity are similar to Marel. Benchmark information is obtained from internationally recognized compensation service consultancies. Total remuneration shall be comprised as follows: -- A fixed base salary, set at a level aimed at attracting and retaining executives with professional and personal competences required to drive the Company's performance. -- Short-term incentives, based on the achievement of a number of individual, pre-defined financial and strategic business targets approved by the Board of Directors. Short-term incentives can under normal circumstances not exceed 40% of the fixed base salary, of which 60% is related to financial targets and 40% non-financial, strategic business targets. Short-term incentive payments are subject to recovery, provided that they have clearly been based on data, which proved to be manifestly misstated, false or misleading. -- Long-term incentives in the form of stock options, promoting a balance between short-term achievements and long-term thinking. The Company's stock option program is further specified below. -- Pension contributions, made in accordance with applicable laws and employment agreements. -- Severance payments in accordance with termination clauses in employment agreements. Severance payments shall comply with local legal framework. Long Term Incentive Stock Option Program Marel has implemented stock option programs with the objective of aligning interests of the executive management and selected key employees with the long-term goals of the Company and its shareholders. The Company's stock option program is designed with the intention of providing program participants with annual stock options for which the calculated estimated future gain equals up to a maximum of 20% of annual based salary at the date of issue. The stock options plan is long term for five to seven years with the first vesting time three years. Exercise price is adjusted annually with a hurdle rate as well as future dividend payments. The Company's stock option program does not include any commitments for future issues and can be cancelled at any time. The program shall be reassessed annually and the structure of future issues can be changed, subject to shareholders' approval. Board of Directors Members of the Board of Directors shall receive a fixed, monthly payment in accordance with the decision of the Annual General Meeting of the Company. The Board shall submit a proposal on the fee for the upcoming operating year, taking into account the extent of responsibilities and time commitment, the results of the Company and benchmark data on fees paid by European peer companies, which in size and complexity are similar to Marel. Board members are not offered stock options or participation in incentive schemes. Individual board members may take on specific ad hoc tasks outside their normal duties assigned by the Board. In each such case, the Board may determine a fixed fee for the work carried out related to those tasks, which shall be disclosed in the Company's annual financial statements. Disclosure of Information Information on the total remuneration of members of the Company's Board of Directors, Executive Board of Management and senior management accountable for more than 10% of the assets or earnings of the Company, shall be disclosed in the Company's annual financial statements. This includes any deferred payments and extraordinary contracts during the preceding financial year. Approval of the Remuneration Policy This Remuneration Policy shall apply to all future employment agreements with members of Company's Executive Management and Board of Directors. The Remuneration Policy is binding for the Board of Directors as regards its provisions on stock options. In other respects, the Remuneration Policy shall be of guidance for the Board. Any departure from the policy shall be recorded and reasoned in the Board's minutes. This Remuneration Policy has been approved by the Board of Directors of Marel hf. in accordance with article 79 a of the Icelandic Companies Act No. 2/1995, taking into consideration the NASDAQ OMX Iceland Rules for Issuers of Financial Instruments and the Icelandic Guidelines on Corporate Governance. The Remuneration Policy is reviewed annually and shall be approved by the Company's Annual General Meeting, with or without amendments. The Company's Remuneration Policy shall be published on its website. 5. Amendment of the Company's Articles of Association was approved The Meeting approved a new Clause 5.2. is added to the Company's Articles of Association, under the heading “Board of Directors”, and current Clauses 5.2., 5.3. and 5.4. will become Clauses 5.3., 5.4. and 5.5. respectively. It is proposed that the new Clause 5.2. reads as follows: “In elections to the Board of Directors, the ratio of each gender shall be no less than 40%. The same criteria shall apply to alternate Directors, as may be applicable. If this statutory ratio is not achieved in an election, the individual candidate or candidates of the gender that has the higher ratio following the election shall stand aside for the candidate or candidates of the lower gender ratio to ensure an acceptable balance. The number of votes cast shall decide which candidate or candidates become Directors instead of those standing aside due to gender imbalance. If there are not enough candidates of that gender to achieve the required ratio, the acting Board of Directors shall call a new shareholders' meeting where a satisfactory gender balance of candidates shall be ensured.” 6. Election of Board The floowing were elected to serve on the Board of Directors until the Company‘s next Annual General meeting: Ann Elizabeth Savage, Spalding, England Arnar Þór Másson, Reykjavik, Iceland Árni Oddur Þórðarson, Reykjavik, Iceland Ásthildur Margrét Otharsdóttir, Reykjavik, Iceland Helgi Magnússon, Seltjarnarnes, Iceland Margrét Jónsdóttir, Seltjarnarnes, Iceland Theo Bruinsma, Oss, The Netherlands 7. Election of auditors The auditing firm KPMG ehf. will be the Company's auditors. 8. Approved to grant authorization to the Board of Directors to purchase treasury shares in the Company Approved that the Company is authorized, pursuant to the provisions of Article 55 of the Act on Public Limited Liability Companies No. 2/1995, to acquire up to 10% of its own shares at a price which is no higher than 10% over and no lower than 10% under the posted average price of shares in the Company for the two weeks immediately preceding the acquisition. This authorisation is effective for the next 18 months from approval. Earlier authorisation shall be withdrawn. |
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