Report from Elekta’s Annual General Meeting 2010
Stockholm, Sweden, September 21, 2010
At the Annual General Meeting of Elekta AB (publ), 337 shareholders entitled to vote participated, representing 51 percent of the votes in the company.
- Dividend to shareholders of SEK 3.00 (2.00) per share.
- Akbar Seddigh, Tommy H Karlsson, Laurent Leksell, Hans Barella, Birgitta Stymne Göransson, Luciano Cattani and Vera Kallmeyer were reelected to the Board.
- Jan Secher was elected as new member of the Board.
Elekta’s President and CEO Tomas Puusepp opened his speech by stating that Elekta has evolved from clinical research and that Elekta continuously is in the forefront of research and development.
“Our world leading clinical solutions in image-guided radiation therapy and stereotactic radiosurgery make it possible for oncologists and neurosurgeons to effectively treat tumors, blood vessel deformations and functional illnesses with maximum precision, while sparing healthy tissue.”
Tomas Puusepp commented on the performance in the fiscal year 2009/10 and the first quarter 2010/11 as well as the outlook for the present fiscal year.
“Despite the financial crisis the last couples of years, Elekta has performed well in all product areas and regions. Total order bookings increased by 13 percent compared to fiscal year 2008/09 in local currency. Operating income increased to SEK 1,232 M and net income increased to SEK 833 M – an improvement by more than 50 percent compared to the previous year.”
Today we have reported the first quarter of the fiscal year 2010/11. We continue to grow and order bookings increased by 19 percent. Both net sales and operating income improved.
For the full year, we expect net sales to increase by more than 10 percent in local currency and operating profit to increase in SEK by more than 15 percent.”
Tomas Puusepp concluded by thanking all employees in Elekta for outstanding efforts during the year.
“In conclusion, we can establish the fact that Elekta now is stronger than ever. Onwards, I am convinced that Elekta will play an even greater role in the fight against cancer and brain diseases.”
Disposition of the company’s earnings
Elekta’s dividend policy is to distribute at least 30 percent of net profit in the form of dividends, repurchase of shares or comparable measures.
The Annual General Meeting resolved in accordance with the Board’s proposal, that from the company’s disposable earnings of SEK 1,492,022,364 a dividend be paid to the shareholders in an amount corresponding to SEK 3.00 per share and that the balance be carried forward. The record date for the dividend was set at September 24, 2010.
Election of the Board
Following the proposal from the Nomination Committee, the Annual General Meeting reelected Akbar Seddigh, Hans Barella, Luciano Cattani, Vera Kallmeyer, Tommy H Karlsson, Laurent Leksell and Birgitta Stymne Göransson as Board members and elected Jan Secher as new member of the Board. Akbar Seddigh was reelected as Chairman of the Board.
Jan Secher is President and CEO of Ferrostaal AG and has earlier been Operating Partner of the U.S. private equity fund Apollo, CEO of Clariant AG and CEO of SICPA. Before this he held various leading positions in the ABB Group, where he worked for over 20 years from 1982.
The Meeting decided that the total remuneration to the Board shall be SEK 2,890,000 of which 625,000 to the Chairman of the Board, SEK 310,000 each to the external Board members, SEK 70,000 to the Chairman and SEK 35,000 to other members of the Executive Compensation Committee, SEK 120,000 to the Chairman and SEK 60,000 to other members of the Audit Committee. No remuneration is paid to Board members employed by the company.
Principles for executive compensation
Board Chairman Akbar Seddigh reported on Elekta’s remuneration philosophy and remuneration structure for executive management. The Annual General Meeting approved the guidelines for remuneration and other terms of employment for the executive management as proposed by the Board and presented in the Annual Report for 2009/10 and on the company’s website. The principles will be valid for employment agreements entered into after the Annual General Meeting and for any changes made to existing employment agreements thereafter.
Resolution regarding incentive program
The Annual General Meeting decided in accordance with the Board’s proposal on Performance Share Program 2010. The program covers approximately 100 key employees in the Elekta Group with an opportunity to be allotted, free of charge, class B shares in Elekta. Assuming maximum allotment of shares under Performance Share Program 2010 and a share price of SEK 220, the cost, including social security cost and financing cost for repurchased shares, is estimated at approximately SEK 24,350,000. The program is described in detail on Elekta’s website www.elekta.com.
Authorization of the Board to purchase and transfer own shares
The Meeting authorized the Board of Directors during the period until the next Annual General Meeting, on one or more occasions, to decide on acquisition of a maximum number of own shares to the extent that after purchase, the company holds not more than 10 percent of the total number of shares in the company. The Meeting also authorized the Board during the period until the next Annual General Meeting to decide, on one or more occasions, on the transfer of own shares in conjunction with the financing of any company acquisitions and other types of strategic investments.
With reference to the Performance Share Program 2010, the Meeting resolved to approve the transfer of own shares, in the maximum number of 110,700 shares, and to authorize the Board during the period until the next Annual General Meeting to decide, on one or more occasions, to transfer not more than 15,250 shares on NASDAQ OMX Stockholm, to cover certain expenditures, mainly social security contributions.
With reference to the Performance Share Program 2009, the Meeting resolved to authorize the Board during the period until the next Annual General Meeting to decide, on one or more occasions, on the transfer of not more than 32,000 shares on NASDAQ OMX Stockholm, to cover certain expenditures, mainly social security contributions.
Composition of Nomination Committee
The Meeting decided that a Nomination Committee should be appointed through a procedure whereby the chairman of the Board, before the end of the second quarter of the financial year, contacts three to five representatives for the, as per the last banking day in September, largest holders of A and B shares. Those representatives shall together with the Chairman of the Board constitute the Nomination Committee and fulfill its obligations in accordance with the Swedish Code of Corporate Governance. The names of the members of the Nomination Committee shall be published as soon as they have been appointed, however, not later than six months before the next Annual General Meeting. The Nomination Committee shall appoint a Chairman among its members. The term of office for the nomination committee ends when a new nomination committee has been appointed. No remuneration shall be paid for the performance of the work in the Nomination Committee.