Annual General Meeting of Securitas AB (publ)
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 ten with no deputy members. The Meeting re-elected Fredrik
Cappelen, Carl Douglas, Marie Ehrling, Annika Falkengren, Stuart E.
Graham, Alf Göransson, Berthold Lindqvist, 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 5,425,000 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.
Auditor
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.
Nomination Committee
The Meeting re-elected Gustaf Douglas (Investment AB Latour, etc.),
Marianne Nilsson (Swedbank Robur), Mats Tunér (SEB Fonder) and Mikael
Ekdahl (Melker Schörling AB) and elected Magnus Landare (Alecta) as
members of the Nomination Committee before the Annual General Meeting
2010. Gustaf Douglas was appointed Chairman of the Committee.
Dividend
In accordance with the proposal of the Board, the Meeting resolved to
declare a dividend of SEK 2.90 per share. May 12, 2009 was determined as
record date for dividend and payment from Euroclear Sweden AB is
expected to commence on May 15, 2009.
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 guidelines principally entail that the benefits shall
consists of fixed salary, possible variable remuneration and other
customary benefits and pension. The variable remuneration shall be
maximized and 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 principally not be
pension qualifying. The complete guidelines are published on the company
website.
Change of the Articles of Association regarding notice to general
Meetings
The Annual General Meeting decided to change the Articles of Association
entailing that the section regarding notice to General meetings, second
paragraph of section 7, is amended so that the number of newspapers in
which notice shall be published is reduced to include Post- och Inrikes
Tidningar and Svenska Dagbladet. In order to prepare for a proposed
simplified notice procedure, it was decided that section 7 in the
Articles of Association regarding notice of General Meetings is amended
to have the following wording: Notice to General meetings shall be
published in Post- och Inrikes Tidningar and on the Company's webpage.
It shall be announced in Svenska Dagbladet that notice of a General
Meeting as been given. The Annual General Meeting further decided that
the latter change of the Articles of Association shall be conditioned
upon the entering into force of a change in the Swedish Companies Act
(SFS 2005:551) regarding notice of General Meetings, making the change
of section 7 in the Articles of Association compliant with the Swedish
Companies Act.
CEO Comments
President and CEO Alf Göransson reported on Securitas operations during
the year 2008 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 2008 as a strong year for Securitas. Our
organic sales growth reached 6% - the same as the year before. Our
operating income improved by 13% and our operating margin by 0.2
percentage points to 5.8%. We had no goodwill write-down and no large
items affecting comparability or extraordinary costs. Also, we sorted
out the problems that existed within Loomis' cash handling operation and
listed and distributed Loomis to our shareholders. All in all this
resulted in a significant improvement in net profit over 2007."
"On several occasions I have stated that the security market service is
significantly less cyclical and sensitive to economic fluctuations than
many other industries, and accordingly to GNP trends. There is,
however, a greater correlation between GNP and the security market in
the USA than in Europe.
I believe that this is still the case that the security market is
significantly less cyclical and sensitive to economic fluctuation than
many other industries. The problem is, though, that many companies do
not experience cyclicality. Today some are fighting for their survival.
Securitas is not immune either, although we are being affected far less
than other companies and industries. We actually experienced growth in
the first quarter, albeit modest at 1%."
"We are going to be cautious about acquisitions, at least in the first
half of the year. The reason for this is that we believe it will be
financially beneficial to wait since most of our competitors will
experience weaker volume, bad debt losses and a lower payment ethic
among their customers."
"Our strategy for handling the market and our customer in this recession
situation is to try to help our customer find solutions that reduce
their total security costs, to prioritize profitability first and volume
second, to try to replace contracts with lowest margins into slightly
better margins, to identify weak competitors, customers or contracts
where there is good potential to win, and to pay more attention than
ever to making sure our customer pay on time. We also invest in
comprehensive training programs in order to increase our security
knowledge and expertise at all levels in the company."
"Companies develop when they have managers and employees who ask
themselves the following question every day: 'How can I improve security
and services in the best possible way for my customers?' Securitas is a
company like that and this makes me hopeful and optimistic about the
future."
This press release is also available at: www.securitas.com
Information:
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
Securitas is a knowledge leader in security. By focusing on providing
security solutions to fit each customer's needs, Securitas has achieved
sustainable growth and profitability in more than 30 countries in North
America, Latin America, Europe and Asia. Everywhere from small stores to
airports, our 250,000 employees are making a difference.
Securitas AB discloses the information provided herein pursuant to the
Securities Markets Act and/or the Financial Instrumets
Trading Act. The information was submitted for publication at 17.30
(CET) on May 7, 2009
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