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 participants take part only remotely:
- digitally (online) from a computer or other internet-enabled device, or
- by postal voting.
Digital participation
Shareholders who wish to attend the AGM digitally must:
both be entered in the company's register of shareholders kept by
and notify their intention to attend the annual general meeting no later than Thursday,
Shareholders must state in the notice their name, personal identity number or company registration number and their telephone number (daytime), as well as the number of shares held.
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
Digital participation is being arranged 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 137-968-845. 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
Postal voting
Shareholders who wish to participate in the AGM through postal voting must:
both be entered in the company's register of shareholders kept by
and register their participation no later than 16.00 CEST on Wednesday,
A special form is to be used for postal voting. The form is available on the company's website at hmgroup.com/agm. Shareholders that are participating only through postal voting are not required to register for the meeting separately.
A power of attorney must be enclosed with the form if the shareholder is postal voting via a proxy. A power of attorney form will be provided by the company on request and is also available on the company's website at hmgroup.com/agm. If the shareholder is a legal entity, the form must also be accompanied by a registration certificate or other authorisation document indicating the authorised signatory.
Shareholders must not add any special instructions or conditions to their postal votes. If they do, the votes (i.e. the postal voting in its entirety) will be invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/euroclearproxy.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must re-register their shares in their own name in order to be entitled to participate in the AGM. Such registration may be temporary (known as voting right registration). Voting right registration that has been completed by
Proxies
As usual, it will be possible to be represented at the meeting by a proxy. A power of attorney form is available on the website at hmgroup.com/agm.
Digital attendance: If a complete power of attorney form has been received by the company in good time before the passes are sent out, the pass containing your unique username and password will be sent to the proxy. If a complete power of attorney form is not received by the company in good time before the passes are sent out, the pass will be sent to the shareholder.
Information at the AGM
The CEO will not address the meeting. However, an address by the CEO will be made available on
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: Årsstämman
106 38 Stockholm
or
by email:
hm6may@hm.com
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. Election of people to check the minutes.
4. Establishment and approval of voting list.
5. Approval of the agenda.
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 8. 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
11.2
11.3 Danica Kragic Jensfelt
11.4 Lena Patriksson Keller
11.5
11.6
11.7 Erica Wiking Häger
11.8
11.9 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. Approval of the board's remuneration report.
15. Resolution on guidelines for remuneration of senior executives.
16. Resolution on the board's proposed amendment to the articles of association
17. Shareholder's proposed amendment to the articles of association.
18. Proposal by shareholder that the company provide information on sustainability goals and disclose certain other information concerning, among other things, remuneration to senior executives.
19. 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 3 - The nomination committee proposes that
Item 10 - The nomination committee proposes that the board fees for each member elected by the general meeting remain unchanged from the previous year and are distributed as follows: chairman of the board
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 previously, 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 current board members:
Chairman of the board: re-election of
Item 12 - The nomination committee proposes, in accordance with the recommendation by the auditing committee that has been approved by the whole board as a recommendation, that 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 owners measured by voting rights, as far as can be ascertained from the register of shareholders. 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 2021 annual general meeting passes the following resolution.
A. ELECTION OF NOMINATION COMMITTEE
1. That the annual general meeting appoint the chairman of the board
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 owner measured by voting rights.
4.1. The nomination committee shall submit proposals to the 2022 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 owners measured by voting rights. The four largest owners measured by voting rights are to be determined based on the shareholder statistics that the company receives from
5. Should a shareholder that nominated a member of the nomination committee notify the nomination committee that this shareholder wishes the person it nominated to be replaced (e.g. because the person concerned is no longer employed), the nomination committee shall resolve that the person concerned shall leave the committee.
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 four largest owners of the company measured by voting rights.
7. Should a shareholder that nominated a member of the nomination committee no longer be one of the four largest owners of the company measured by voting rights, the nomination committee may resolve that the member nominated by that shareholder shall leave the committee. In which case, and even in the event that the nomination committee resolves that the member concerned shall not leave the committee, the nomination committee may appoint a new, or additional, member; in the first instance, a member nominated by the shareholder that is now one of the four largest owners measured by voting rights.
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 owners measured by voting rights" 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 8 b
The board of directors proposes to the 2021 annual general meeting that no dividend is paid and that the funds at the disposal of the general meeting are carried forward.
Dividend comment
The board aims for the
APPROVAL OF THE BOARD'S REMUNERATION REPORT, item 14
The board proposes that the annual general meeting approve the board's remuneration report.
THE BOARD'S PROPOSAL TO THE 2021 AGM FOR GUIDELINES FOR REMUNERATION OF SENIOR EXECUTIVES, item 15
The 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. The executive management team comprises the individuals who report directly to the CEO.
The long-term variable remuneration, which applies only to the executive management team including the CEO, will be measured over a five-year period in order to reward long-term value creation for
How the guidelines contribute to the company's business strategy, long-term interests and sustainability
The
The board considers it important that senior executives are paid competitive remuneration at a market level, as regards both fixed and variable compensation, based on responsibilities and performance. To work successfully according to the company's business plan and safeguard the company's long-term interests the company needs 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. Levels of compensation shall be based partly on the significance of the duties performed, i.e. the ability to affect the overall development of the group, and partly on the employee's competencies, experience and performance. Together these decide the level of remuneration for the individual concerned. Over time, the largest portion of the 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 remuneration may consist of the following components:
- fixed basic cash salary
- short-term variable remuneration
- long-term variable remuneration
- pension benefits
- other benefits
Fixed basic cash 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 fixed basic cash salary shall reflect the individual's area of responsibility, competencies 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 a short-term and a long-term portion.
There shall be a clear link between the level of performance-based variable remuneration paid and the
Short-term variable remuneration: Fulfilment of targets shall be measured over a period of one year. The short-term variable remuneration shall be based on fulfilment of targets in the following areas:
- the
- the
- fulfilment of the objectives in the various areas of the business plan, which include sustainability and
- assessment of leadership and compliance with values
For the last two performance parameters it is the individual's performance within their own area of responsibility that is assessed. For the financial targets, the assessment is to be based on the most recent financial year. The board of directors is responsible for this assessment in the case of short-term variable remuneration to the CEO. In the case of short-term variable remuneration to other senior executives, the CEO is responsible for the assessment.
Each of these four predetermined performance parameters has equal weighting, i.e. each represents a quarter of the total target fulfilment. However, there is a threshold value for the second parameter, i.e. operating profit, which means that if this value is not reached then no short-term variable remuneration will be paid regardless of target fulfilment for the other three parameters. The short-term variable remuneration, which at individual level is based on the extent to which the person's duties and position influence the overall development of the group, may amount to 0-3 months' salary, 0-6 months' salary or 0-12 months' salary. Monthly salary refers to fixed basic cash salary. If the target levels set by the board are fulfilled, half of the maximum remuneration in each range shall be paid. To receive a payment in the higher part of the range within the set framework, therefore, the predetermined target levels are required to be exceeded.
Half of the remuneration payment shall be invested in
Long-term variable remuneration: The long-term variable remuneration shall be based on target fulfilment measured over five financial years starting from the current 2021 financial year and ending at the close of the 2025 financial year. This period, i.e.
- the
- the
- fulfilment of the objectives in the various areas of the business plan in total, which include sustainability,
and
- assessment of leadership and compliance with values.
Each of these four predetermined performance parameters shall have equal weighting, i.e. each represents a quarter of the total target fulfilment. For the long-term variable remuneration the assessment of the financial targets shall be based on a summing up of the past five financial years, with fulfilment of the annual target levels in the short-term arrangement - i.e. within sales and profit - forming the basis for target fulfilment in the long-term arrangement. For the other two performance parameters - i.e. fulfilment of the business plan, and leadership and compliance with values - an overall assessment is to be made of the total for the
A precondition for receiving the long-term portion shall be that the participants make an initial investment of their own in
The aim of the initial investment of their own in
The maximum total remuneration within the framework of the long-term variable remuneration arrangement for the entire measurement period, which includes both the matching amount in year 3 and the remuneration in year 5 after the measurement period has ended, may vary between
The
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. 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 62 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 may vary between three and 12 months. Variable remuneration is not to be paid if the individual has given notice to terminate their employment.
The CEO is entitled to 12 months' notice. In the event that the company terminates the CEO's employment contract, a year's fixed basic cash salary may also be paid to the CEO as severance pay. No other severance pay is payable.
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 their 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.
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 provide for the company's long-term interests and sustainability or to ensure the financial viability of the company.
Description of significant changes to the guidelines and how shareholders' views have been taken into account
The pandemic has speeded up many changes in society and the industry that were already driving the
RESOLUTION ON AMENDMENT OF THE ARTICLES OF ASSOCIATION, item 16
The board of directors proposes the following amendment to the articles of association.
Chapter 7 § 4 of the Swedish Companies Act (2005:551) states that the board may collect powers of attorney prior to a general meeting if this is laid down in the articles of association. Chapter 7 § 4 of the Companies Act further states that the articles of association may state that prior to a general meeting, the board of directors may resolve that the shareholders shall be entitled to exercise their voting rights by post prior to the general meeting.
The board proposes that a new § 15, with the wording below, is introduced into the articles of association and that the numbering of the articles of association is changed so that the current § 15 becomes § 16.
Proposed wording | |
§ 15 | The board may collect powers of attorney in accordance with the procedure set out in Chapter 7 § 4 second paragraph of the Swedish Companies Act (2005:551). Prior to a general meeting, the board of directors may resolve that the shareholders shall be entitled to exercise their voting rights by post prior to the general meeting in accordance with what is stated in Chapter 7 § 4a of the Swedish Companies Act (2005:551). |
Required majority
Under the Swedish Companies Act (2005:551) the meeting's resolution on amendment of the articles of association must be supported by shareholders holding not less than two thirds of both the votes cast and the shares represented at the general meeting.
Other proposed resolutions etc.
Item 8 b
The shareholder Clean Clothes Campaign International Office ("CCC") proposes that the annual general meeting call on the company's board of directors to pay no dividend for this financial year. The company's earnings shall instead be used to ensure all workers in
Item 17
The shareholder Fondazione Finanza Etica proposes that § 14 of the articles of association be amended by adding the following item:
Item 12. Annual proxy vote and report on climate change. The annual corporate proxy statement shall include a proposal requiring an advisory vote by the shareholders expressing non-binding advisory approval or disapproval of the company's public climate policies and strategies, taking into account key climate-related benchmarks.
The board of directors is authorised to include in the company's annual corporate proxy statement, or in another publication, a report that characterises the scale and pace of its responsive measures associated with climate change, including referring - according to the board's assessment - to the company's alignment with climate-related benchmarks.
Nothing in this section shall be construed as constraining the board's or the management's discretionary powers as regards disclosing or managing issues related to a climate transition.
Item 18
The shareholder Fondazione Finanza Etica proposes that
- fully reports the sustainability goals that must be achieved in order for variable remuneration to be paid to senior executives and annually reports the performance of senior executives against those goals;
- discloses precisely the executives to which the abovementioned goals apply;
- publishes 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 company's senior executives;
- indicates what part of the variable remuneration is based on sustainability criteria that are linked to a long-term incentive plan; and, where applicable, explains whether other comparable companies' remuneration systems have been taken into account when establishing the remuneration system for senior executives; and
- provides information on whether external advisors took part in the developing the remuneration system and, if so, which advisors these are.
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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
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The company urges shareholders to monitor the information provided by the
The annual report for 2020 was published at hmgroup.com/agm on
The Board of Directors
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Contacts:
Press images and background information for editorial use can be downloaded from hmgroup.com/media.
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,c3319187
https://mb.cision.com/Main/769/3319187/1396727.pdf
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