The Annual General Meeting (AGM) is SCA's highest decision-making body, where all shareholders are entitled to attend and where matters may be considered and voted on according to the number of shares held by a given shareholder.
The company's Board of Directors and auditor, which are proposed by the Nomination Committee appointed by the AGM, are elected at the Annual General Meeting. The Annual General Meeting also decides on dividend, adoption of the annual report, remuneration of the company’s Board of Directors and auditor and where applicable guidelines for the remuneration of senior executives and any other important issues.
The authority and work of the General Meeting are primarily based on the Swedish Companies Act as well as on the Articles of Association adopted by the General Meeting. The notice of the Annual General Meeting is published in the Official Gazette (POIT) and on the company’s web site. Information about the notice is also published in the Swedish daily newspapers Dagens Nyheter och Svenska Dagbladet.
The company will announce the date and place for the Annual General Meeting at the latest in conjunction with the interim report for the third quarter. The notice of the Annual General meeting shall be issued at the earliest six weeks and at the latest four weeks prior to the Annual General Meeting.
Shareholders wishing to participate in the General Meeting must register with the company, no later than the date given in the notice. Shareholders who are unable to participate in person may be represented by a proxy. The Board of Directors may also decide that shareholders can vote for their shares by post before the Annual General Meeting. In connection with the issuance of the notice, information is provided on the forms for the General Meeting and the time and manner for registration at the General Meeting.
Any shareholder who wishes to have a matter dealt with at an Annual General Meeting must submit a written request to the Board to that effect. The request must have been received by SCA no later than seven weeks prior to the Annual General Meeting, or in such time so that the matter may be included in the notice. With regard to proposed decisions in matters already on the agenda or where it does not follow from law that proposals must be submitted a certain time in advance, shareholders have the right to submit such proposals until the Annual General Meeting is held (including during the Annual General Meeting).
The agenda for the General Meeting sets out which matters are subject to decision by the General Meeting and which matters are information points. Matters on the agenda that require a decision by the Annual General Meeting are subject to a binding vote in that the shareholders vote for or against or alternatively abstain from voting on the issue. All shareholders also have the right, in accordance with Chapter 7, § 32 of the Swedish Companies Act, to ask questions to the Board of Directors and the CEO at the Annual General Meeting about the matters raised at the Annual General Meeting as well as the company’s relations with other companies in the group and to ask questions about the company’s financial situation.
Information about the composition of the nomination committee shall be found on the company website not later than six months prior to the Annual General Meeting. At the same time, the company website will publish information on how shareholders can submit proposals to the nomination committee.
The proposal of the nomination committee is presented simultaneously in the Notice of the Annual General Meeting and on the company website, where the committee shall explain its proposal and submit a brief account of how the work has been conducted.
Nomination Committee of the AGM 2023
The nomination committee comprises:
*Previously represented by Petter Johnsen