SKANSKA AB Shareholders in
The presentations by the Chairman of the Board of Directors ("Board"),
Right to participate and notice of participation
Shareholders who wish to participate in the Meeting must be recorded as a shareholder in the share register prepared by
In addition, shareholders must notify of its intention to participate in the Meeting:
A) Shareholders who wish to participate in the Meeting at the meeting venue in person or by proxy must give notice of intent to participate to the Company no later than on
B) Shareholders who wish to participate in the Meeting by postal voting must give notice of intent to participate to the Company no later than on
In order to be entitled to participate in the Meeting, in person, by proxy or by postal voting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Meeting, register its shares in its own name so that the shareholder is listed in the share register as of
For Skanska employees, who have invested in Skanska shares under the Skanska employee ownership programs Seop 1-6 (2008-2025) and who wish to participate in the Meeting and exercise the voting rights of their shares, the Company may assist with the registration of the shares in the employee's own name. Employees wishing the Company's assistance with such voting rights registration should inform the Company about this no later than on
Postal voting
A special form must be used for postal voting, which is available on the Company's website www.group.skanska.com/, under the heading "Corporate Governance/Shareholders' Meeting/AGM 2023". In the case of postal voting only, no separate notification is required for the Meeting. The completed and signed postal voting form must be received by
Shareholders wishing to attend the Meeting at the meeting venue in person or by proxy must notify their participation in accordance with the instructions under A) under the heading Right to participate and notice of participation above. This means that notification of participation by postal vote only is not sufficient for those who wish to participate at the meeting venue in person or by proxy.
If a shareholder has voted by post and thereafter participates in the meeting venue in person or by proxy, the postal vote is still valid to the extent that the shareholder does not participate in a voting procedure at the Meeting or otherwise withdraws the postal vote. If the shareholder chooses to participate in a voting at the Meeting, the vote cast will replace the previously submitted postal vote with regard to the relevant item on the agenda.
Voting by proxy
Shareholders who are represented by a proxy must issue a written and dated power of attorney for the proxy signed by the shareholder. If the shareholder is a legal entity, a copy of a valid registration certificate or equivalent authorization documents must also be attached. The power of attorney with registration certificate or equivalent authorization documents (if applicable) should be sent to the address
Proxy forms can be found on the Company's website www.group.skanska.com/ under the heading "Corporate Governance/Shareholders' Meeting/AGM 2023". The power of attorney is valid for a maximum of one year from the date of issue, unless the power of attorney states a longer period of validity, however, for a maximum of five years from the time of issue.
Proposed agenda
- Opening of the Meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of two persons to verify the minutes together with the Chairman of the Meeting.
- Determination of whether the Meeting has been duly convened.
- Report by the Chairman of the Board and by the CEO.
- Presentation of the annual report and auditors' report for 2022 and the consolidated accounts and the auditors' report on the consolidated accounts for 2022, as well as the auditor's statement regarding the application of guidelines for salary and other remuneration to senior executives which have applied since the previous Annual General Meeting.
- Resolution on adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.
- Resolution on the dispositions of the Company's results pursuant to the adopted balance sheet and determination of the record date for dividend.
- Resolution on discharge from liability of the members of the Board and the CEO for the administration of the Company in 2022.
- Determination of the number of members of the Board to be elected by the Meeting and the number of auditors and deputy auditors.
- Determination of the fees payable to members of the Board elected by the Meeting and to the auditor.
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Election of members of the Board and of the Chairman of the Board.
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election of Board member:
Hans Biörck (re-election) - election of Board member: Pär Boman (re-election)
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election of Board member:
Jan Gurander (re-election) - election of Board member: Mats Hederos (re-election)
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election of Board member:
Fredrik Lundberg (re-election) -
election of Board member:
Catherine Marcus (re-election) -
election of Board member:
Ann E. Massey (re-election) - election of Board member: Åsa Söderström Winberg (re-election)
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election of Board member:
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election of the Chairman of the Board:
Hans Biörck (re-election)
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election of the Chairman of the Board:
- Election of auditor.
- Presentation of the Board's remuneration report for 2022 for approval.
- Resolution on guidelines for salary and other remuneration to senior executives.
- Decision to authorize the Board to resolve on acquisition of own Class B shares to secure delivery of Class B shares to participants in the long-term employee ownership program for the financial years 2023, 2024 and 2025 (Seop 6).
- Decision to authorize the Board to resolve on acquisition of own Class B shares to give the Board increased freedom of action to be able to adapt the Company's capital structure and thereby contribute to increased shareholder value.
- Closing of the Meeting.
Proposed resolutions
Item 2 - Chairman of the Meeting
The Nomination Committee, appointed in accordance with the instruction for the Nomination Committee resolved by the Annual General Meeting 2018, consists prior to the Meeting of the Chairman of the Nomination Committee,
The Nomination Committee proposes that attorney
Item 3 - Preparation and approval of the voting list
The voting list proposed for approval is the voting list drawn up by
Item 10 - Dividend and record date
The Board proposes a dividend for 2022 of
Item 12 - Number of members of the Board to be elected by the Meeting and number of auditors and deputy auditors
The Nomination Committee proposes that the number of members of the Board elected by the Meeting shall be eight, and that one registered accounting firm be elected as auditor with no deputy auditors.
Item 13 - Fees payable to members of the Board elected by the Meeting and to the auditor
The Nomination Committee proposes that fees to non-employee members of the Board elected by the Meeting and non-employee members of the committees of the Board elected by the Meeting be paid as follows until the end of the Annual General Meeting 2024:
The Nomination Committee also proposes, like previous years, that the auditor fees shall be paid against approved account.
Item 14 - Election of members of the Board and of the Chairman of the Board
The Nomination Committee proposes for the period until the end of the Annual General Meeting 2024:
- Re-election of
Hans Biörck , Pär Boman,Jan Gurander , Mats Hederos, Fredrik Lundberg,Catherine Marcus ,Ann E. Massey and Åsa Söderström Winberg as members of the Board. -
Re-election of
Hans Biörck as Chairman of the Board.
The Nomination Committee's motivated statement and information about the proposed members of the Board are available on the Company's websitewww.group.skanska.com/ under the heading "Corporate Governance/Shareholders' Meeting/AGM 2023".
Item 15 - Election of auditor
The Nomination Committee proposes, in accordance with the recommendation by the Audit Committee, re-election of the registered accounting firm
Item 17 - Guidelines for salary and other remuneration to senior executives
The Board proposes that the Meeting resolves on the following guidelines for salary and other remuneration to senior executives of the Company. Senior executives include the CEO and other members of the Group Leadership Team. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Meeting. These guidelines do not apply to any remuneration decided by the General Meeting, including any long-term share related incentive plans.
The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
A prerequisite for the successful implementation of the Company's business strategy and safeguarding of its long-term interests, including its sustainability agenda, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. These guidelines enable the Company to offer the senior executives a competitive total remuneration.
Variable cash remuneration covered by these guidelines shall aim at promoting the Company's business strategy and long-term interests, including its sustainability agenda. This is accomplished through the financial and non-financial targets that determines the outcome of the variable cash remuneration and are clearly linked to the Company's business strategy and sustainability agenda. The variable cash remuneration is further described in the section "Variable cash remuneration" below.
The Company's objectives for having a variable cash remuneration program and a long-term share related incentive plan are to (i) drive behaviors that will support the Company's long and short-term business success and create shareholder value, (ii) make the Company attractive as an employer for top talents, (iii) retain key individuals within the Company, and (iv) increase employees' interest and involvement in the Company's business and development.
For information regarding the Company's business strategy, see the Company's website: www.group.skanska.com/about-us/how-we-work/strategy/.
Total remuneration
The combined remuneration for each senior executive shall be market-related and competitive in the labor market in which the senior executive is placed, and distinguished performance should be reflected in the total remuneration. The remuneration may consist of the following components: fixed cash salary, variable cash remuneration, pension and other benefits. Additionally, the General Meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration. Fixed salary and variable remuneration shall be related to the senior executive's responsibility and authority.
Variable cash remuneration
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one or several years. The variable cash remuneration shall be capped and related to the fixed salary, and may amount to not more than 100 percent of the fixed annual cash salary.
The variable cash remuneration shall take into account both financial and non-financial performance. The outcome in relation to predetermined and measurable financial targets shall determine the total (financial) bonus potential, i.e. the financial targets shall be the basis of the total bonus potential. This outcome may be reduced depending on the outcomes of the non-financial targets. The variable cash remuneration must be based on results in relation to established targets and be designed to increase the alignment between the shareholders and senior executives of the Company.
The financial targets for the variable cash remuneration may be related to the Group's earnings before taxes, to relevant business unit's earnings before interest and taxes, etc.
The non-financial targets shall be set to support the Company's business strategy and long-term interests, including its sustainability agenda, by for example being clearly linked to the Company's business strategy or sustainability agenda. The non-financial targets should together represent 50 percent of the total bonus which means that the total bonus outcome may be reduced with up to 50 percent if the non-financial targets are not met.
To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The Board is responsible for the evaluation so far as it concerns variable cash remuneration to the CEO. For variable cash remuneration to other senior executives, the Compensation Committee is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the Company.
The terms for variable cash remuneration shall be structured so that the Board, if exceptional economic conditions prevail, has the possibility to limit or refrain from paying variable remuneration, if such payment is considered unreasonable and incompatible with the Company's responsibility in general to the shareholders, employees and other stakeholders. There shall also be a possibility to limit or refrain from paying variable remuneration if the Board considers that this is appropriate for other reasons. Further, the Board shall have the possibility to reclaim paid out variable cash remuneration if it is discovered after the payment that the senior executive has violated Skanska's Code of Conduct or other Skanska values, policies, standards or procedures.
Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining senior executives, or as remuneration for extraordinary performance beyond the individual's ordinary tasks. Such remuneration may not exceed an amount corresponding to 100 percent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration for the CEO shall be made by the Board based on a proposal from the Compensation Committee. Any resolution on such remuneration for other senior executives shall be made by the Compensation Committee based on a proposal from the CEO.
Pension
Pension benefits shall be defined contribution schemes except where law or collective agreement require a defined benefit pension. Variable cash remuneration shall not qualify for pension benefits, except when it follows under law or collective agreement. The pension premiums for defined-contribution pension shall amount to not more than 40 percent of the fixed annual cash salary unless a higher percentage results from the application of law or collective agreement.
Other benefits
Other benefits may include, for example, medical insurance (Sw: sjukvårdsförsäkring), health insurance (Sw. sjukförsäkring), double accommodation, home travel, tax compensation, parking and company cars. Such benefits may amount to not more than 20 percent of the fixed annual cash salary.
For employments governed by rules other than Swedish rules, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Senior executives who are expatriates, i.e. based in another country than their home country, may receive additional remuneration and other benefits to the extent reasonable in light of the special circumstances associated with the expat arrangement, taking into account, to the extent possible, the overall purpose of these guidelines. Such benefits may not in total exceed 50 percent of the fixed annual cash salary.
Long-term share saving programs
Long-term share saving programs, Skanska Employee Ownership Programs ("Seop 5" and "Seop 6") have been implemented in the Company. Such plans have been resolved by the General Meeting and are therefore excluded from these guidelines. New plans may also be resolved by the General Meeting. Seop 5 and Seop 6 give present and future employees the opportunity of becoming shareholders of Skanska and include permanent employees in the
Construction | Commercial Development | Investment Properties | |
EBIT[1] | EBIT1 | EBIT1 | EBIT1 |
- | ROCE[2] | Leasing SQM[3] | - |
Seop 5 and Seop 6 are further conditional upon the participant's own investment and three-year holding and employment period. For more information on Seop 5 and Seop 6, including the criteria which the outcome depends on, please see the Company's website:
www.group.skanska.com/corporate-governance/remuneration/incentive-programs/.
Termination of employment
In the event of employment termination by the Company, the normal period of notice is six months, combined with severance pay corresponding to a maximum of 18 months fixed cash salary, or, alternatively, a period of notice of maximum 12 months, combined with severance pay corresponding to a maximum of 12 months fixed cash salary. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for two years. When termination is made by the senior executive, the notice period may not exceed 12 months, without any right to severance pay.
Remuneration to board members in addition to board fees
To the extent that a non-employed board member elected by the General Meeting performs work for the Company, besides the board membership, consultant fee and other remuneration may be granted for such work. Decisions on consultant fees and other remuneration to non-employed board members elected by the General Meeting are made by the Compensation Committee.
Salary and employment conditions for employees
In the preparation of the Board's proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Compensation Committee's and the Board's basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and implement the guidelines
The Board has established a Compensation Committee. The Compensation Committee's tasks include preparing the Board's decision to propose guidelines for salary and other remuneration to senior executives. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The Compensation Committee shall also monitor and evaluate programs for variable remuneration for the senior executives, the application of the guidelines for salary and other remuneration to senior executives as well as the current remuneration structures and compensation levels in the Company. The members of the Compensation Committee are independent of the Company and its senior executives. The CEO and other members of the senior executives do not participate in the Board's processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interests, including its sustainability agenda, or to ensure the Company's financial viability. As set out above, the Compensation Committee's tasks include preparing the Board's resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.
Description of significant changes compared to the previous guidelines
Pension premiums have previously been restricted to 35 percent of the fixed annual cash salary for the CEO and to 30 percent of the fixed annual cash salary together with up to 30 percent on variable cash remuneration for other senior executives. These guidelines have been changed to a single restriction of 40 percent of the fixed annual cash salary which applies to all senior executives in order to align the cap for pension premiums with prevailing Swedish market practice.
The cap for other benefits has been increased from 15 percent to 20 percent of the fixed annual cash salary. This change has been made to ensure that any senior executives that require for example double accommodation and home travels can be granted such benefits within the limits of these guidelines.
The only further changes are editorial changes primarily following from the implementation of Seop 6.
The shareholders have not expressed any specific views on the guidelines adopted by the Annual General Meeting 2020.
Item 18 - Decision to authorize the Board to resolve on acquisitions of own Class B shares to secure delivery of own Class B shares to participants in the long-term employee ownership program for the financial years 2023, 2024 and 2025 (Seop 6)
Background
The Annual General Meeting 2022, resolved in accordance with the Board's proposal on a long-term employee ownership program for the financial years 2023, 2024 and 2025, respectively (each an "Annual Program") for permanent employees in the
Information on Seop 6, including the conditions which the outcome depends on, is available on the Company's websitewww.group.skanska.com/ under the heading "Corporate Governance/Remuneration/Incentive programs". Information on costs of the Skanska Employee Ownership Programs, etc. is available in note 37 in the annual and sustainability report for the financial year 2022.
Proposal
For the purpose of securing deliveries of Class B shares to participants in Seop 6 on the terms and conditions adopted by the Annual General Meeting 2022, the Board proposes that the Meeting resolves to authorize the Board to resolve on acquisitions of own Class B shares on the following terms and conditions.
a) Acquisitions of Class B shares may only be effected on Nasdaq Stockholm.
b) The authorization may be exercised on one or several occasions, however at the latest until the Annual General Meeting 2024.
c) No more than 3,500,000 Class B shares may be acquired to secure delivery of shares to participants in Seop 6.
d) Acquisitions of Class B shares on Nasdaq Stockholm may only be made at a price within the from time to time applicable range of prices (spread) on Nasdaq Stockholm, meaning the interval between the highest purchase price and the lowest selling price.
The Board has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
Item 19 - Decision to authorize the Board to resolve on acquisitions of own Class B shares to give the Board increased freedom of action to be able to adapt the Company's capital structure and thereby contribute to increased shareholder value
For the purpose of giving the Board increased freedom of action to be able to adapt the Company's capital structure and thereby contribute to increased shareholder value, the Board proposes that the Meeting resolves to authorize the Board to resolve on acquisitions of own Class B shares on the following terms and conditions.
a) Acquisitions of Class B shares may only be effected on Nasdaq Stockholm.
b) The authorization may be exercised on one or several occasions, however at the latest until the Annual General Meeting 2024.
c) Acquisitions may be made of such amount of Class B shares that the Company's holding of own shares after each acquisition amounts to a maximum of one-tenth of the total number of shares in the Company.
d) Acquisitions of Class B shares on Nasdaq Stockholm may only be made at a price within the from time to time applicable range of prices (spread) on Nasdaq Stockholm, meaning the interval between the highest purchase price and the lowest selling price.
The Board has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
Majority requirements
The Meeting's resolutions according to the Board's motions under item 18 and 19 on the agenda requires that shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting approve the resolutions.
Complete proposals, etc.
Complete proposals for resolutions on item 2-3, 12-15 and 17-19 on the agenda are set forth above. The following documents will be available at the Company's offices, Warfvinges väg 25, SE-112 74
- the Nomination Committee's motivated statement including a description of the work of the Nomination Committee before the Meeting,
- information on the proposed board members, and
- the Board's statement according to Chapter 19, Section 22 of the Swedish Companies Act (regarding item 18 and 19 on the agenda).
The following documents will be available in accordance with the above, as of
- annual and sustainability report including auditor's report for the financial year 2022 and the Board's complete proposal on disposition of earnings (regarding item 10 on the agenda) and the Board's statement according to Chapter 18, Section 4 of the Swedish Companies Act,
- the Board's remuneration report for 2022 (regarding item 16 on the agenda), and
- auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the application of guidelines for salary and other remuneration to senior executives.
The documents will also be sent to shareholders who so request and state their address.
Information at the Meeting
If requested by a shareholder and the Board deems that it can take place without causing significant damage to the Company, the Board and the CEO shall provide information at the Meeting about circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's or its subsidiaries' financial position and the Company's relation to other companies within the Group.
Shares and votes
At the time of issuance of this notice, the total number of shares in the Company amounts to 419,903,072 of which 19,653,244 are Class A shares (ten votes per share) and 400,249,828 are Class B shares (one vote per share). As per the same date, the Company's own shares amounted to 8,823,795 Class B shares, amounting to 8,823,795 votes in the Company. The Company may not vote for its own shares.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on the Company's website www.group.skanska.com/ under the heading "Corporate Governance/Shareholders' Meeting/AGM 2023".
_____________________
The Board of Directors
For further information please contact:
Antonia Junelind, Senior Vice President Investor Relations,
Direct line for media, tel +46 (0)10 448 88 99
This and previous releases can also be found at www.skanska.com.
[1] Earnings Before Interest and Taxes.
[2] Return On Capital Employed.
[3] Leasing Square Meters.
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