Annual general meetings
Nomination committee
The Nomination Committee nominates the persons to be proposed at the Annual General Meeting for election to Duni’s Board. Proposals are also produced regarding auditor fees, Board fees for the Chairman of the Board and other directors, as well as compensation for committee work. All proposals are presented at the Annual General Meeting as well as in the notice to attend and on the website prior to the Annual General Meeting. The Nomination Committee shall be comprised of representatives of Duni’s three largest shareholders as per September 30.
The following persons serve on the Nomination Committee, which is charged with presenting proposals to the Annual General Meeting in 2019 regarding the composition of Duni's Board of Directors, etc.:
Mr Rune Andersson, Mellby Gård Investerings AB
Mr Johan Strömgren, Carnegie fonder
Mr Bernard R. Horn, Jr., Polaris Capital Management, LLC
Mr Magnus Yngen, Chairman of Duni AB
Annual General Meeting 2019
During the period pending the 2019 Annual General Meeting, the Nomination Committee held two meetings at which minutes were taken. The work of the Nomination Committee begins by reviewing the independent evaluation of the current Board, which is carried out each year. The Nomination Committee considers that the Board functions well, that a composition comprising only five members provides for an effective Board of Directors, and that all directors are duly engaged and committed, including employee representatives. The Nomination Committee also notes that the Board is comprised of a sound and relevant mix of gender, skills and experience. The Nomination Committee proposed the re-election of the directors Pauline Lindwall, Alex Myers, Pia Rudengren and Magnus Yngen and new election of Thomas Gustafsson at the Annual General Meeting 2019. Johan Andersson had declined re-election.
BOARD & BOARD COMMITTEES
| Board | Audit | Remuneration | |
|---|---|---|---|
| Magnus Yngen | chairman, independent | member | member |
| Pauline Lindwall | member, independent | chairman | |
| Alex Myers | member, independent | member | |
| Pia Rudengren | member, independent | chairman | |
| Thomas Gustafsson | member, not independent*,**) | member | |
| Per-Åke Halvordsson | union representative, not independent**) | ||
|
David Green |
union representative, not independent**) |
**) not independent in relation to Duni
Remuneration Committee
The Remuneration Committee prepares issues concerning remuneration and other benefits for corporate management, while decisions thereon are taken by Duni’s Board of Directors. Compensation and benefits for corporate management are evaluated through comparisons with market data provided by external sources. Such data demonstrates that Duni has competitive compensation levels and that the total compensation package is reasonable and not excessively high. Once a year, the Remuneration Committee evaluates the performance of senior executives and also certain second-tier managers in accordance with a systematic procedure.
The Remuneration Committee held three meetings in 2018 and comprises three members; Pauline Lindwall (Chairman), Johan Andersson and Magnus Yngen. The CEO participates at the meetings, as does the HR Director, who serves as a secretary at meetings of the Remuneration Committee.
Audit Committee
Duni’s Audit Committee is responsible for ensuring the quality of the Company’s financial and business reporting. The Committee also evaluates Duni’s internal control processes and management of financial and operating risks. A special iterm on the yearly agenda addresses fraud and anti-corruption. The Committee meets regularly with the Company’s auditors in order to obtain information regarding the focus and scope of the external audit and to evaluate the work of the external auditors. The evaluation also covers the scope of any non-audit-related work performed by the auditors on behalf of Duni. When preparing a proposal regarding the election of auditors and compensation for audit work, the Nomination Committee is assisted by the Audit Committee.
The Audit Committee held four meetings in 2018 and comprises three members: Pia Rudengren (Chairman), Magnus Yngen and Alex Myers. The CFO and the Group Accounting manager, as well as the auditors, participate at all meetings.
Risk factors for Duni
A number of risk factors may affect Duni's operations in terms of both operational and financial risks. Operational risks are normally handled by each operating unit and financial risks are managed by the Group's Treasury department, which is included as a unit within the Parent Company.
Operational risks
Duni is exposed to a number of operational risks which it is important to manage. The development of attractive product ranges, particularly the Christmas collection, is very important in order for Duni to achieve satisfactory sales and income growth. Duni addresses this issue by constantly developing its range. Approximately 25% of the collection is replaced each year in response to, and to create new, trends.
A weaker economic climate over an extended period of time in Europe could lead to a reduction in the number of restaurant visits. Reduced market demand and increased price competition, may affect volumes and gross margins partly through increased discounts and customer bonuses. Fluctuations in prices of raw materials and energy constitute an operational risk which has an impact on Duni's operating income.
Financial risks
Duni’s finance management and its handling of financial risks are regulated by a finance policy adopted by the Board of Directors. The Group divides its financial risks between currency risks, interest rate risks, credit risks, financing and liquidity risks. These risks are controlled in an overall risk management policy which focuses on unforeseeability on the financial markets and endeavors to minimize potential adverse effects on the Group’s financial results. Duni's management of financial risks is described in greater detail in the Annual Report as per 31 December 2018.
Auditors
At the Annual General Meeting held on May 8, 2018 PricewaterhouseCoopers AB was elected auditor, with Carl Fogelberg as auditor-in-charge.
The auditors review the annual accounts and the Annual Report as well as the Company’s ongoing operations and routines in order to express an opinion regarding the accounts and management by the Board of Directors and the CEO.
The audit of the annual accounts and Annual Report is conducted in January-February. Thereafter, compliance with the Annual General Meeting’s guidelines regarding remuneration for senior executives is audited. The auditors participate at all meetings of the Audit Committee during the year. In October, an interim audit is carried out in combination with a general review of Duni’s report for the third quarter.
In addition to Duni, Carl Fogelberg is also auditor-in-charge in Öresundsbro Konsortiet I/S and Sparbanken Sjuhärad AB (Publ) and co-auditor in Haldex AB and Victoria Park AB. Carl Fogelberg is an authorized public accountant and member of FAR SRS. Apart from the audit engagement, fees to PwC for other engagements during 2018 totalled SEK 4.6M (2017: SEK 4.0M).
Vid sidan av Duni är Carl Fogelberg även huvudansvarig revisor i Öresundsbro Konsortiet I/S och Sparbanken Sjuhärad AB (Publ) samt medpåskrivande revisor i bland annat Haldex AB samt Victoria Park AB. Carl Fogelberg är auktoriserad revisor och medlem av FAR SRS. Arvode för övriga uppdrag till PwC förutom revisionsuppdraget uppgick under 2018 till sammanlagt 4,6 (2017: 4,0) MSEK.
Articles of association
The current articles of association were adopted at the Annual General Meeting held on May 6, 2009. They provide, among other things, that the registered office shall be in Malmö, that members of the Board of Directors shall be elected each year for a term of office until the close of the next Annual General Meeting, and that each share shall carry one vote.
The articles of association are adopted by the general shareholders' meeting and contain certain mandatory information of a fundamental nature for the company.
Duni's articles of association provide, among other things, that the directors are elected each year at the annual general meeting for a term until the close of the next annual general meeting. All shares in Duni carry equal voting rights.
§ 1
The company’s name is Duni AB (Reg. No. 556536-7488). The company is a public company (publ).
§ 2
The object of the company’s business is to, directly or indirectly, conduct business in production, development and sales of consumer related articles for serving and packaging of meals, and any other activities compatible therewith.
§ 3
The company’s registered office should be situated in Malmö, Sweden.
§ 4
The company’s share capital should be not less than SEK forty million ten thousand (40,010,000) and not more than SEK one hundred sixty million forty thousand (160,040,000).
§ 5
The company should have not less than thirty two million eight thousand (32,008,000) shares and not more than one hundred twenty eight million thirty two thousand (128,032,000) shares.
§ 6
The board of directors elected by the shareholders’ meeting should consist of not less than three (3) members and not more than twelve (12) members.
In addition to the members of the board of directors elected yearly at the general annual meeting, a member of the board and deputy member of the board can from time to time be appointed in accordance with the Private Sector Employees Act (1987:1245).
§ 7
The company must have one (1) or two (2) auditors and one (1) or two (2) deputy auditors, or a registered public accounting firm be elected.
§ 8
The company’s financial year is to comprise 1st January – 31st December.
§ 9
Shareholders’ meeting is to be held yearly within six months from the end of each financial year. The shareholder’s meeting is to be held in Stockholm or Malmö, Sweden, at the discretion of the board of directors.
The following business shall be addressed at the annual shareholders’ meetings:
- Election of a chairman of the meeting;
- Preparation and approval of the voting list;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting was duly convened
- Approval of the agenda;
- Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
- Resolutions regarding
a) The adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
b) Resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
c) Resolutions regarding discharge of the members of the board of directors and the managing director from liability; - Determination of fees for members of the board of directors and auditors;
- Election of the members of the board of directors and, where applicable, auditors and deputy auditors;
- Other matters, which are set out in the Swedish Companies Act (2005:551) or the company’s articles of association.
§ 10
Notice convening a general meeting shall be given by announcement in Post- och Inrikes Tidningar and on the company's website. It shall be announced in Svenska Dagbladet that notice of a general meeting has been made. The notices shall be published within the time limits stipulated in the Swedish Companies Act (2005:551).
§ 11
Shareholders who want to participate in shareholders’ meetings are to notify the company not later than 4.00 pm CET the day which is specified in the notice to the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and not fall earlier than the fifth weekday prior to the meeting.
§ 12
The company’s shares are to be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
Corporate Governance documents
Investor Relations contact
MARIELLE NOBLE
Communications & Customer Experience Director
marielle.noble@duni.com
Tel +46 734 19 61 79
