According to Art.13 of the current Articles of Association, as well as according to Art.3 of the Federal Ordinance on Excessive Compensation, the directors are elected each year to hold office until the following annual shareholders' meeting. Directors may be re-elected.
It is proposed that the Ordinary General Meeting in Lugano is to be chaired by Stefan Widegren.
Fabio Cannavale, Erik Lautmann, Heléne Mellquist, Ottonel Popesco, Helena Thrap-Olsen, Patrik Tigerschiöld and Stefan Widegren will stand for re-election. Leena Essén and Nicola Gerber will not stand for re-election.
The Nomination Committee proposes that Fabio Cannavale, Erik Lautmann, Heléne Mellquist, Ottonel Popesco, Helena Thrap-Olsen, Patrik Tigerschiöld and Stefan Widegren to be re-elected as Directors for a further one-year term of office expiring at the Ordinary General Meeting to be held in 2018.
The Nomination Committee furthermore proposes to nominate Stefan Widegren as Chairman of the Board of Directors.
With respect to the requirements in the Swedish Corporate Governance Code (the Code) that a majority of the directors elected by the shareholders' meeting are to be independent of the company and its executive management and that at least two of this majority also are to be independent in relation to the company's major shareholders, the Nomination Committee has carried out the following assessment:
Fabio Cannavale, Helena Thrap-Olsen, Heléne Mellquist, Erik Lautmann and Patrik Tigerschiöld are all independent of the company and its executive management.
Helena Thrap-Olsen, Heléne Mellquist and Erik Lautmann are all also independent in relation to the company's major shareholders.
The Nomination Committee therefore concludes that all requirements of director independence as set out in the Code are met.
Shareholders representing more than 40 per cent of the votes support the above-mentioned proposals made by the Nomination Committee.
Finally, and in accordance to Art. 7 of the Federal Ordinance on Excessive Compensation and with the Internal Regulations, the Nomination Committee proposes to elect the following Board members to be part of the Remuneration Committee for the year 2016/2017:
As Chairman of Cavotec SA, Stefan Widegren will be invited to Remuneration Committee meetings.
With respect to the requirements in the Code that all members of the Remuneration Committee, apart from the chairman of the Remuneration Committee, are to be independent of the company and its executive management, the Nomination Committee has come to the conclusion that all candidates proposed by the Board of Directors are independent of the company and its executive management.
For more information please contact:
Group Chief Financial Officer & IR
The information in this release is subject to the disclosure requirements of Cavotec SA under the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. This information was publicly communicated on 22 February 2017, 15.15 CET.