To be entitled to participate in the AGM shareholders must:
both be entered in the company's register of shareholders kept by
in their own name (not nominee-registered) by Thursday
and notify their intention to attend the annual general meeting by Thursday
or by telephone to +46 (0)8 402 90 48 between 9.00 - 17.00 CEST Monday to Friday, stating that it concerns notice of attendance at the AGM, or on the company's website at hmgroup.com/agm
The attendance of any assistants (maximum two) is to be notified to the same addresses etc. by the same date.
Shareholders must state in the notice their name, civil identity number or corporate registration number, telephone number (daytime) as well as the number of shares held. In order to attend the meeting shareholders whose shares are nominee-registered must have their shares registered directly with
Persons entitled to attend the AGM as set out above are referred to in this notice as participants.
In view of the risk of spreading coronavirus and the instructions/advice given by the authorities to avoid gatherings, the board of directors has decided to hold the AGM in such a way that - in the main - participants attend only remotely: by computer or other internet-enabled device (or by proxy or postal vote; see below). Participants will be sent passes as usual. The pass will contain instructions for how to log in to the meeting, make contributions and vote. Further details can be found in the paragraphs below and in the information sheet that is available on
The online remote participation is being organised by
On logging into the AGM website https://web.lumiagm.com on the day of the AGM the participant will be asked to enter a Meeting ID, which is 193-290-746. The participant will then be prompted to enter their unique username and password. These can be found on the pass sent to the participant after they have notified their intention to attend the meeting as described above. Access to the meeting via the website will be available from 14.30 CEST on
Neither the chairman of the board nor the CEO will address the meeting. However, an address by the CEO will be made available on
The questions raised at the meeting will focus on the agenda items and other information that the participants have a legal right to receive. There will therefore be no general question session at this meeting.
As usual, it will be possible to be represented at the meeting by a proxy. A proxy form is available on the website hmgroup.com/agm. If a complete proxy form has been received by the company in good time before the participation pass is sent out (from 1 May onwards), the pass containing your unique username and password will be sent to the proxy. If a complete proxy form is not received by the company in good time before the pass is sent out, the pass will be sent to the shareholder.
New temporary legislative rules allow the company to arrange postal voting for the AGM; i.e. that those who do not wish to attend the meeting in person or remotely can submit their vote to the company in advance.
Privacy policy for processing of personal data in conjunction with general meeting
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
AGENDA
1. Opening of the AGM.
2. Election of a chairman for the AGM.
3. Establishment and approval of voting list.
4. Approval of the agenda.
5. Election of people to check the minutes.
6. Examination of whether the meeting was duly convened.
7. Presentation of the annual accounts and auditor's report as well as the consolidated accounts and consolidated auditor's report, and auditor's statement on whether the guidelines for remuneration of senior executives applicable since the last AGM have been followed.
8. Resolutions
a. Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
b. Disposal of the company's earnings in accordance with the adopted balance sheet.
c. Discharge of the members of the board and CEO from liability to the company.
9. Establishment of the number of board members and auditors.
10. Establishment of fees to the board and auditors.
11. Election of board members and chairman of the board.
The nomination committee proposes:
11.1 Stina Bergfors
11.2 Anders Dahlvig
11.3 Danica Kragic Jensfelt
11.4 Lena Patriksson Keller
11.5 Christian Sievert
11.6 Erica Wiking Häger
11.7 Niklas Zennström
11.8 Karl-Johan Persson
Chairman of the board:
12. Election of auditor.
13. Election of members of the nomination committee and establishment of principles for the nomination committee.
14. Resolution on guidelines for remuneration of senior executives.
15. Resolution on the board's proposed amendments to the articles of association.
16. Shareholder's proposed amendment to the articles of association.
17. Request by shareholder for special examination.
18. Closing of the AGM.
Nomination committee
The current nomination committee comprises
Resolutions proposed by the nomination committee
Item 2 - Proposed by the nomination committee: the lawyer
Item 10 - The nomination committee proposes that the board fees for each member elected by the general meeting are distributed as follows: chairman of the board SEK 1,700,000; members SEK 650,000. It is proposed that the fees for work in the auditing committee shall amount to
If the meeting approves the nomination committee's proposal for the composition of the board, and if the number of members of the auditing committee remains as before, the total fees will be unchanged from the previous year at
It is proposed that the auditor's fees be paid based on approved invoices.
Item 11 - The nomination committee proposes the following board of directors:
Re-election of the current board members
Chairman of the board: Election of
Information on the proposed new board member:
Main occupation: President and CEO of H & M Hennes & Mauritz AB during the period
Education: BA in Business Administration from the
Current board positions:
Shareholding: 12,136,289 class B shares.
Related party shareholdings: 0
More detailed information about
Item 12 - The nomination committee proposes that the registered accounting firm
Proposal for election of and principles for the nomination committee:
The nomination committee's proposal for members is based on previously applied principles for the composition of the nomination committee, namely that the nomination committee shall consist of the chairman of the board plus four others nominated by the four largest shareholders in terms of votes, as far as can be ascertained from the register of shareholders, other than the shareholder the chairman of the board may represent. In other aspects, the proposal is also based on previously applied principles. The nomination committee's proposals for the election of members of the nomination committee are based on shareholdings as at
ELECTION OF MEMBERS OF THE NOMINATION COMMITTEE AND ESTABLISHMENT OF PRINCIPLES FOR THE NOMINATION COMMITTEE
The nomination committee proposes that the 2020 annual general meeting passes the following resolution.
A. ELECTION OF NOMINATION COMMITTEE
1. That the annual general meeting appoint the chairman of the board as well as
B. ESTABLISHMENT OF PRINCIPLES FOR THE NOMINATION COMMITTEE
2. No fees shall be paid to the members of the nomination committee. The nomination committee may charge to the company any reasonable costs for travel and investigations.
3. Unless the members of the nomination committee agree otherwise, the chairman of the nomination committee shall be the member representing the largest shareholder.
4.1. The nomination committee shall submit proposals to the 2021 annual general meeting for the following:
a) election of a chairman for the meeting
b) resolution on the number of board members
c) resolution on board fees for the chairman of the board and for each of the other members of the board (including work in board committees)
d) election of board members
e) election of chairman of the board
f) resolution on the number of auditors
g) resolution on fees to the auditor(s)
h) election of auditor(s)
i) election of nomination committee, or resolution on principles for the establishment of the nomination committee, as well as resolution on principles for the nomination committee.
4.2. In its proposal for the election of a nomination committee the nomination committee is to apply the following principle.
The nomination committee shall consist of the chairman of the board plus four others nominated by the four largest shareholders measured by voting rights, not including the shareholder that the chairman of the board may represent. The four largest shareholders measured by voting rights are to be determined based on the shareholder statistics that the company receives from
5. Should a shareholder that nominated
6. Should a member leave the nomination committee before its work is complete and the nomination committee deems it necessary to replace this member, the nomination committee shall appoint a new member; in the first instance, a member nominated by the shareholder that the departing member was nominated by, provided that the shareholder remains one of the five largest shareholders in the company.
7. Should a shareholder that nominated
8. Should a shareholder invited by the nomination committee to propose a member decline to make a proposal, the nomination committee shall invite the next largest shareholder that has not previously nominated a member of the nomination committee.
9. Changes to the composition of the nomination committee shall be published as soon as possible.
10. In these principles the term shareholder or owner in expressions such as "the four largest shareholders measured by voting rights", "the five largest shareholders" or "the next largest shareholder" shall refer to shareholders as recorded in the shareholder statistics stated in 4.2 above.
Resolutions proposed by the board
DIVIDEND, item 8b
The board of directors proposes that no dividend is paid to the shareholders, and that funds at the disposal of the annual general meeting are carried forward.
THE BOARD'S PROPOSAL TO THE 2020 AGM FOR GUIDELINES FOR REMUNERATION OF SENIOR EXECUTIVES, item 14
These guidelines cover remuneration to the CEO, remuneration to board members (aside from board fees) and remuneration to other senior executives. Senior executives means members of the executive management team apart from the CEO and the individuals responsible for other group functions who report directly to the CFO. The executive management team comprises those responsible for the functions that report directly to the CEO.
The guidelines are to be applied to remuneration that is agreed, and to changes that are made to previously agreed remuneration, after the guidelines have been adopted at the 2020 annual general meeting. The guidelines do not cover remuneration that is decided by the annual general meeting.
How the guidelines contribute to the company's business strategy, long-term interests and sustainability
Under the Swedish Companies Act, an explanation is to be given in the guidelines as to how they contribute to the company's business strategy, long-term interests and sustainability.
The
The board considers it of the utmost importance that senior executives are paid competitive remuneration at a market level, as regards both fixed and variable compensation, based on responsibilities and performance. Successful work on the company's strategic focus areas and to safeguard the company's long-term interests, including sustainability, requires the company to be able to recruit, motivate and retain talented, committed employees. Senior executives shall be compensated at what are considered by the company to be competitive market rates, based partly on industry comparisons. The criteria used to set levels of compensation shall be based partly on the significance of the duties performed and partly on the employee's skills, experience and performance. At individual level it is the position's significance and opportunity to influence the overall development of the group that decides the level of the variable remuneration. Over time, the largest portion of the total remuneration shall consist of the fixed basic salary.
The forms of compensation shall motivate senior executives to do their utmost to ensure the good financial and sustainable development of the
Types of remuneration etc.
The total annual remuneration may consist of the following components:
- fixed basic salary
- variable remuneration
- pension benefits
- other benefits
Fixed basic salary
Senior executives shall have a fixed basic cash salary that is at a market level based on each position's significance for the company as a whole. The basic salary shall reflect the individual's area of responsibility, skills and experience and requires the individual to work in a committed manner at a high professional level.
Variable remuneration
The variable remuneration may consist of both criteria-related remuneration and a discretionary one-off payment.
The criteria for criteria-related variable remuneration contribute to the company's strategic focus areas, long-term interests and sustainability in the ways set out below.
There shall be a clear link between the level of criteria-related variable remuneration paid and the
At individual level it is the position's significance and opportunity to influence the overall development of the group that decides the level of the variable remuneration. The CEO decides the maximum possible outcome for each position, but always within the framework of these guidelines.
Criteria-related variable remuneration is the possibility of a cash payment provided that the target criteria that were set in advance for both the group and the individual have been fulfilled. Half of the payment shall be invested in
At the end of the measurement period for fulfilment of criteria for payment of variable remuneration, an assessment is to be made of the extent to which the criteria have been fulfilled. In the case of variable remuneration to the CEO, the board is responsible for this assessment. In the case of variable remuneration to other senior executives, the CEO is responsible for the assessment. Where financial targets are concerned, the assessment is to be based on the most recently published financial year.
Discretionary one-off payments may be made in individual cases to other members of the company's management following a discretionary decision by the CEO and the chairman of the board. The discretionary one-off payment must never exceed the individual's annual fixed basic salary.
Pension benefits
In the case of the CEO, pension benefits - including sickness insurance - are to be on a defined contribution basis. Variable cash remuneration shall not be pensionable. The pension premiums for the year must not exceed 30 percent of the CEO's annual fixed basic salary.
In the case of other senior executives, pension benefits - including sickness insurance - are to be on a defined contribution basis unless the executive is covered by a defined benefit pension plan under the mandatory provisions of collective bargaining agreements. Variable cash remuneration shall be pensionable to the extent that this is laid down in mandatory provisions of collective bargaining agreements that are applicable to the senior executive. The pension premiums for the year must not exceed 40 percent of the senior executive's annual fixed basic salary.
The cost of the present commitments is partly covered by separate insurance policies.
The retirement age for the CEO is 65.
The retirement age for other senior executives varies between 60 and 65 years.
Other benefits
Senior executives may receive other benefits such as wellness subsidies, car allowances and medical insurance. The total annual costs associated with other benefits must not exceed 20 percent of the individual's annual fixed basic salary.
Termination of employment
The period of notice for senior executives varies from three to 12 months. Variable remuneration is not to be paid if the individual has given notice to terminate his/her employment.
The CEO is entitled to 12 months' notice. In the event that the company terminates the CEO's employment contract, the CEO will also receive severance pay of a year's salary. No other severance pay is payable by the company.
Salary and employment terms for other employees of the company
When preparing the board's proposed guidelines for remuneration to senior executives consideration was given to the salary and employment terms of the company's other employees by using information concerning the employees' total remuneration, the components of the remuneration and the increase in and rate of increase in the remuneration over time as part of the basis on which the board assessed whether the guidelines, and the resulting limitations, are reasonable.
Consultancy fees
Where a board member performs work for the company (including through a wholly owned company) in addition to his or her board work, a separate fee may be paid for this (consultancy fee). Such fee shall not exceed the board fee paid to the member concerned. The fee is to be based on the current market rate and be proportionate to the benefit for the company and the extent to which such work contributes to the good financial and sustainable development of the
Decision process for establishment, review and implementation of the guidelines
The company has no remuneration committee, since the board of directors deems it more appropriate for the entire board to carry out the tasks of a remuneration committee. The board prepares proposed guidelines for remuneration to senior executives and these proposals are presented at the annual general meetings. The board is to prepare a proposal for new guidelines at least every four years and submit the proposal for decision by the annual general meeting. The guidelines shall apply until new guidelines have been adopted by the annual general meeting. The board shall also monitor and evaluate programmes for variable remuneration to the company's management and the application of the guidelines for remuneration to senior executives, as well as current remuneration structures and levels in the company. The board shall further decide on the CEO's salary in accordance with the guidelines in effect and shall continually evaluate the work of the CEO. Once a year this matter is to be discussed separately in conjunction with the setting of the CEO's remuneration for the coming year. To avoid conflicts of interest, no member of the company's management is to be present when the board discusses remuneration matters. The board shall decide on any consultancy fees to board members without the member concerned being present.
Other
Senior executives are also entitled to the benefits accruing under the profit-sharing programme known as the
Regarding employment terms falling under rules other than Swedish rules, in the case of pension benefits and other benefits the guidelines are to be adapted as appropriate to comply with any such mandatory rules or established local practice, while fulfilling the general aim of the guidelines as far as possible.
The board may decide to temporarily deviate from the guidelines in full or in part if there is particular reason to do so in an individual case and this is necessary in order to satisfy the company's long-term interests and sustainability or to ensure the financial viability of the company. The procedure for doing this is as follows: decisions to deviate from the guidelines are to be taken by the board at a board meeting.
RESOLUTION ON AMENDMENT OF THE ARTICLES OF ASSOCIATION, item 15
The board of directors proposes the following amendments to the articles of association.
Current Proposed amended wording
wording
§ 1 § 1
The The name of the company is
registered company is a public company (publ).
name of the
company is
& M
The company
is a public
company
(publ).
§ 13 § 13
Shareholders Shareholders wishing to participate in the proceedings of the
wishing to general meeting shall give notice of their attendance to the
participate company by the date specified in the notice convening the
in the meeting. The latter day shall not be a Sunday, other public
proceedings holiday, Saturday, Midsummer Eve,
of the Eve and shall not be more than five working days before the
general meeting.
meeting shall Shareholders may bring one or two assistants to the AGM, but
both be only provided that the shareholder notifies the company of the
included in number of assistants attending in the way specified in the
the print-out previous paragraph.
or other
presentation
of the full
share
register
reflecting
the
circumstances
five working
days prior to
the general
meeting and
shall give
notice of
their
attendance to
the company
by the date
specified in
the notice
convening the
meeting. The
latter day
shall not be
a Sunday,
other public
holiday,
Saturday,
Midsummer
Eve,
or
Eve
not be more
than five
working days
before the
meeting.
Shareholders
may bring one
or two
assistants to
the AGM, but
only provided
that the
shareholder
notifies the
company of
the number of
assistants
attending in
the way
specified in
the previous
paragraph.
§ 14 § 14
The annual The annual general meeting shall address the following items of
general business:
meeting shall 1 Election of a chairman for the meeting;
address the 2 Establishment and approval of voting list;
following 3 Approval of the agenda;
items of 4 Election of people to check the minutes;
business: 5 Examination of whether the meeting was duly convened;
1 Election of 6 Presentation of the annual accounts and auditor's report as
a chairman well as the consolidated accounts and consolidated auditor's
for the report;
meeting; 7 Resolutions:
2 Establishmen a Adoption of the income statement and balance sheet as well as
t and the consolidated income statement and consolidated balance
approval of sheet;
voting list; b Disposal of the company's earnings in accordance with the
3 Approval of adopted balance sheet;
the agenda; c Discharge of the members of the board and CEO from liability
4 Election of to the company;
people to 8 Establishment of the number of board members and deputy board
check the members;
minutes; 9 Establishment of fees to the board and auditors;
5 Examination 10 Election of board members, and election of auditors and
of whether deputy auditors;
the meeting 11. Any other business to be addressed by the meeting in
was duly accordance with the Swedish Companies Act or the company's
convened; articles of association.
6 Presentation
of the annual
accounts and
auditor's
report as
well as the
consolidated
accounts and
consolidated
auditor's
report;
7 Resolutions:
a Adoption of
the income
statement and
balance sheet
as well as
the
consolidated
income
statement and
consolidated
balance
sheet;
b Disposal of
the company's
earnings in
accordance
with the
adopted
balance
sheet;
c Discharge
of the
members of
the board and
CEO from
liability to
the company;
8 Establishmen
t of the
number of
board members
and deputy
board
members;
9 Establishmen
t of fees to
the board and
auditors;
10 Election
of board
members, and
election of
auditors and
deputy
auditors;
11
Establishment
of guidelines
for
remuneration
of senior
executives;
12. Any other
business to
be addressed
by the
meeting in
accordance
with the
Swedish
Companies Act
or the
company's
articles of
association.
§ 15 § 15
The company's The company's shares shall be registered in a central
shares shall securities depository register in accordance with
be registered Central Securities Depositories and Financial Instruments
in a central Accounts Act (1998:1479).
securities
depository
register in
accordance
with
Financial
Instruments
Accounts Act
(1998:1479).
The proposed amendments to §§ 1, 14 and 15 of the articles of association are due to legislative amendments. The reason for the amendment to § 13 is that the record date is set out in law and does not need to be mentioned in the articles of association. A legislative amendment to the rules concerning the record date has been proposed and if passed, the current wording of § 13 concerning the record date would become misleading.
Other proposed resolutions etc.
Item 14
The shareholder Fondazione Finanza Etica proposes that the company (i) fully discloses the sustainability targets that must be fulfilled by all members of the senior executive team to trigger variable remuneration and annually reports the performance of senior executives against those targets; (ii) discloses precisely the members of the executive management team and responsible for other group functions to which the above mentioned targets apply; (iii) discloses the ratios of fixed to variable pay for the group's CEO and Chairman as well as the average ratio of fixed to variable pay for the senior executive team; (iv) indicates and, where applicable, explains whether comparable companies have been taken into account in order to establish the company's remuneration policy for the senior executive team; and (v) provides information on whether any external advisors took part in the definition of the remuneration policy and, if so, their identity.
Item 16
A shareholder proposes that the AGM resolves that § 5 of the articles of association be worded as follows:
"The company's shares shall consist of both series A and series B shares. All shares shall have equal rights."
Item 17
As the matter for examination the shareholder has stated: "Examination of various aspects of the company's collection of data about the personnel".
Information at the AGM
Shareholders are entitled to certain information at the AGM. The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries, and the company's relations with another company within the group.
Anyone wishing to submit questions in advance may do so as follows:
by post:
Att: Annual General Meeting
106 38 Stockholm
or
by email:
hm7may@hm.com
Number of shares and votes
There are 194,400,000 class A shares in the company with ten votes per share and 1,460,672,000 class B shares with one vote per share, with the result that the total number of shares in
For those participants who choose not to participate remotely or by proxy, or by postal vote, it is possible to attend a meeting room where participants can follow the AGM on a big screen, make contributions and vote. The address of the meeting room is Kista Entré Konferens, Omegasalen, Knarrarnäsgatan 7, Kista,
The annual report for 2019 was published at hmgroup.com/agm on
The Board of Directors
Contacts:
Press images and background information for editorial use can be downloaded from hmgroup.com/media (https://hmgroup.com/media/news-sv.html).
The notice of the annual general meeting is being published on
On
https://news.cision.com/h---m-hennes---mauritz-ab/r/notice-of-annual-general-meeting,c3082019
https://mb.cision.com/Main/769/3082019/1225007.pdf
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