The Annual General Meeting (the “AGM”) is Castellum’s supreme decision-making body, where shareholders have the right to take decisions concerning the Group’s affairs.
The AGM is held in Gothenburg during the first half-year after the end of the financial year.
The AGM elects the Board of Directors and the Company’s auditor, as well as passing resolutions on items including the distribution of profits and the discharge from liability of the Board and the Chief Executive Officer.
Decisions at the AGM are usually taken by simple majority (i.e. with the support of more than half of the votes cast at the meeting). On certain issues, however, the Swedish Companies Act stipulates that proposals must be approved by a larger proportion of the shares represented and votes cast at the AGM.
Annual General Meeting 2020
The latest AGM was held on March 19, 2020, in RunAn, Chalmers Student Union, Chalmersplatsen 1, in Gothenburg. 628 shareholders were represented at the Meeting, representing 58% of the number of shares and votes. The company’s auditor was in attendance at the meeting. In order to reduce the spread of COVID-19, only a limited number of people from the Board, corporate management and the Nomination Committee were in attendance.
The AGM adopted the financial reports for 2019 and discharged the Board of Directors and the CEO from liability regarding operations for 2019.
At the AGM on 19 March 2020, the following was decided:
- A dividend of SEK 6.50 per share for the 2019 financial year, divided into two equal payouts (March and September, respectively) of SEK 3.25 per share;
- That remuneration to the members of the Board of Directors is to be KSEK 4,640, of which KSEK 1,215 should be allocated to the Chairman of the Board of Directors and KSEK 425 to each of the other Board members. Fees to the Chairman of the People Committee are to be KSEK 100 and KSEK 75 to the remaining members. Fees to the Chairman of the Audit and Finance Committee are to be KSEK 200 and KSEK 100 to the remaining members;
- Re-election of Board members Charlotte Strömberg, Per Berggren, Anna-Karin Hatt, Christer Jacobson, Christina Karlsson Kazeem and Nina Linander. Election of Zdravko Markovski and Joacim Sjöberg as new members. Re-election of Charlotte Strömberg as Chairman of the Board of Directors; re-election of Deloitte as auditor. Authorised public accountant Hans Warén is Castellum’s auditor in charge.
- Approval of the proposed guidelines for remuneration to senior executives.
- Mandate for the Board to resolve, for the purpose of issuing shares as payment or for financing property investments, on new issue of shares.
- Mandate for the Board to resolve, for the purpose of adjusting the Company’s capital structure and to transfer treasury shares as payment or for financing of property investments, on the acquisition and transfer of treasury shares.
The 2021 AGM
For the AGM on 25 March 2021 the Board of Directors proposes a dividend of SEK 6.90 per share, divided into two payments of SEK 3.45 each.
Two proposals regarding the Board of Directors have come in ahead of the AGM.
- The Nomination Committee, represented by its majority – Patrik Essehorn, Magnus Strömer and Christina Tillman – propose that the number of Board members should be seven, and that members Per Berggren, Christina Karlsson Kazeem, Zdravko Markovski and Joacim Sjöberg be re-elected. Furthermore, the election of new members Rutger Arnhult, Anna Kinberg Batra and Anna-Karin Celsing is proposed. The election of Rutger Arnhult as the new Chairman of the Board is proposed.
- Stichting Pensioenfonds ABP, and Nomination Committee members Vincent Fokke and Charlotte Strömberg, propose that the number of Board members should be seven and that members Per Berggren, Anna-Karin Hatt, Christer Jacobson, Christina Karlsson Kazeem, Nina Linander, Zdravko Markovski and Joacim Sjöberg be re-elected. The election of Per Berggren as the new Chairman of the Board is proposed. Anna-Karin Hatt, Christer Jacobson and Nina Linander have announced that they will not stand for re-election if Rutger Arnhult is elected as a Board member of Castellum.
The Nomination Committee proposes the following:
- Fees to be paid to Board members as follows.
- Chairman of the Board: SEK 1,015,000.
- Each of the other Board members: SEK 425,000.
- People Committee: Chairman SEK 100,000/each of the other members: SEK 75,000.
- Audit and Finance Committee: Chairman SEK 200,000/each of the other members: SEK 100,000.
At the individual level, the proposed Board fees are thus unchanged from the previous year.
- Re-election of Deloitte as auditor. Deloitte has announced that Harald Jagner will be the new auditor in charge, if the AGM appoints Deloitte as auditor.
- That the meeting resolve to inaugurate a new Nomination Committee ahead of the 2022 AGM through the Chairman of the Board contacting the four largest registered or otherwise known shareholders, excepting such shareholders that the Chairman of the Board may represent, as of the last share trading day of August 2021 and asking them to appoint one member each. The four members thus appointed, plus the Chairman of the Board, will constitute the Nomination Committee. The Nomination Committee appoints a Chairman from its members. The names of the Nomination Committee members will be announced no later than six months before the next AGM.