Rezidor Hotel Group AB's Annual General Meeting 2013 will be held on Wednesday 24 April 2013 at the Stockholm Waterfront Congress Centre, Nils Ericsons Plan 4 in Stockholm.
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| Title | Format |
| Rezidor's Nominating Committee for the Annual General Meeting 2013 established | |
| Nominating Committee's proposal for the 2013 Annual General Meeting | |
| Report on the work of Rezidor's Nominating Committee 2013 |
| Member | Representing | Number of shares August 31, 2012 | Shares of votes August 31, 2012 (based on number of registered shares) |
| Chairman | Carlson | 75 044 733 | 50,03 % |
| Peter van Berlekom | Nordea Investment Funds | 19 474 855 | 12,98 % |
| Björn Franzon | Swedbank Robur fonder | 8 231 855 | 5,49 % |
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Decisions at the Annual General Meeting on April 25, 2012
Dividend: It was decided that no dividend will be paid for the year 2011 and that the distributable funds are brought forward.
Board of Directors: The following members were re-elected: Elizabeth Bastoni, Staffan Bohman, Göte Dahlin, Hubert Joly, Anders Moberg, Wendy Nelson, Trudy Rautio and Barry Wilson. Hubert Joly was re-elected as Chairman of the Board of Directors.
Principles for compensation and other employment terms of the Company's key management: the AGM approved the Board of Directors' proposal for principles for compensation and other employment terms of the Company's key management.
Share buy-back: The Board of Directors was authorised until the AGM 2013 to decide on acquisitions and transfers of the company's shares on Nasdaq OMX Stockholm and acquisitions of the company's own shares outside Nasdaq OMX Stockholm. Shares may be acquired to the extent that the company's holding of its own shares following the acquisition at the most reaches one-tenth of all shares in the company.
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Decisions at the Annual General Meeting on April 13, 2011
Dividend: It was decided that no dividend will be paid for the year 2010 and that the distributable funds are brought forward.
Board of Directors: The following members were re-elected: Göte Dahlin, Hubert Joly, Wendy Nelson, Trudy Rautio and Barry Wilson. Elizabeth Bastoni, Staffan Bohman och Anders Moberg were elected to the Board of Directors. Hubert Joly was elected as Chairman of the Board of Directors.
Share based long term incentive programme: It was decided that a partly revised long-term, performance-based incentive programme for 2011 will be implemented. It will comprise no more than 35 senior executives within Rezidor. The term of the programme will be 3 years, and the programme will in total comprise no more than 1,342,650 shares. The financial targets, and thus the allotment of Performance Shares, will be based 75% on the company's TSR out of which 75% is relative to a comparator group of 10 publicly traded international hotel companies and 25% is related to OMX 30 Index. 25% of the financial targets is based on the company's cumulative EPS during 2011 to 2013. They also include a minimum level which must be achieved in order for any allotment to occur at all, as well as a maximum level in excess of which no additional allotment will occur. Complete details on the programme can be found at www.rezidor.com.
Share buy-back: The Board of Directors was authorised until the AGM 2012 to decide on acquisitions of the company's shares on Nasdaq OMX Stockholm. Shares may be acquired to the extent that the company's holding of its own shares following the acquisition at the most reaches one-tenth of all shares in the company.
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Decisions at the Annual General Meeting on April 16, 2010
Dividend: It was decided that no dividend will be paid for the year 2009 and that the distributable funds are brought forward.
Board of Directors: The following members were re-elected: Urban Jansson (also re-elected as Chairman), Hubert Joly, Göte Dahlin, Trudy Rautio, Barry Wilson and Benny Zakrisson. Wendy Nelson was elected to the Board of Directors.
Share based long term incentive programme: A partly revised long-term, performance-based incentive programme for 2010 will be implemented. It will comprise no more than 30 senior executives within Rezidor. The term of the programme will be 3 years, and the programme will in total comprise no more than 1,490,000 shares. The financial targets, and thus the allotment of Performance Shares, will be based 75% on the company's TSR out of which 75% is relative to a comparator group of 11 publicly traded international hotel companies and 25% is related to OMX 30 Index. 25% of the financial targets is based on the company's cumulative EPS during 2010 to 2012. They also include a minimum level which must be achieved in order for any allotment to occur at all, as well as a maximum level in excess of which no additional allotment will occur. Complete details on the programme can be found at www.rezidor.com.
Share buy-back: The Board of Directors was authorised until the AGM 2011 to decide on acquisitions of the company's shares on Nasdaq OMX Stockholm. Shares may be acquired to the extent that the company's holding of its own shares following the acquisition at the most reaches one-tenth of all shares in the company.
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Decisions at the Annual General Meeting on April 23, 2009
Dividend: It was decided that no dividend will be paid for the year 2008 and that the distributable funds are brought forward.
Board of Directors: The following members were re-elected: Urban Jansson (also re-elected as Chairman), Hubert Joly, Göte Dahlin, Harald Einsmann, Ulla Litzén, Trudy Rautio, Barry Wilson, Jay S. Witzel and Benny Zakrisson.
Auditor: Deloitte AB was re-elected as the auditor of the Company for a four-year period. It was also decided that the auditor shall be entitled to a fee corresponding to the amount invoiced and approved.
Share based long term incentive programme: A partly revised and simplified long-term, performance-based incentive programme for 2009 will be implemented. It will comprise no more than 30 senior executives within Rezidor. The term of the programme will be 3 years, and the programme will in total comprise no more than 1,700,000 shares. The Board of Directors was authorised until the AGM 2010 to decide on acquisitions and transfers of own shares. No more than 1,350,000 shares can be acquired to secure delivery of shares to participants in the programme, and no more than 350,000 shares can be acquired and transferred to cover social security costs. The financial targets, and thus the allotment of Performance Shares, will be based 75% on the company's TSR relative to a comparator group of 11 publicly traded international hotel companies and 25% on the company's EPS growth. They also include a minimum level which must be achieved in order for any allotment to occur at all, as well as a maximum level in excess of which no additional allotment will occur. Complete details on the programme can be found at www.rezidor.com.
Share buy-back: The Board of Directors was authorised until the AGM 2010 to decide on acquisitions of the company's shares on Nasdaq OMX Stockholm. Shares may be acquired to the extent that the company's holding of its own shares following the acquisition at the most reaches one-tenth of all shares in the company.
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In accordance with the resolution of the Annual General Meeting on 4 May 2007 the Nominating Committee has been established. The Chairman of the Board of Directors contacted a representative of the largest shareholder, the Carlson group, and in addition two of the other largest shareholders, each of which was offered the possibility to appoint one representative of the Nominating Committee.
The Nominating Committee for the Annual General Meeting on 23 April 2008 consists of William Van Brunt representing the Carlson group, Brian Meyer representing Fir Tree Funds and Peter Rudman representing Nordea Investment Funds. The members of the Nominating Committee have decided to appoint William Van Brunt to chair the committee.
The Nominating Committee shall prepare and submit proposals to the Annual General Meeting regarding the number of Board members to be elected, the election of the Chairman and other members of the Board, remuneration of the Board members and any remuneration for committee work, election of chairman for the Annual General Meeting, and when applicable, election of and fees paid to the auditors.
Shareholders who wish to submit an opinion or put forward a proposal to the Nominating Committee may do so no later than 15 January 2008 by email to nominatingcommittee@rezidor.com.
Decisions at the Annual General Meeting on April 23, 2008
Dividend: The dividend will be 0.10 Euro per share. Record day for the dividend will be April 28, 2008; the payment of the dividend will be sent out via VPC on May 6, 2008.
Board of Directors: The following members were re-elected: Urban Jansson (also re-elected as Chairman), Harald Einsmann, Ulla Litzén, Trudy Rautio, Jay S. Witzel, Benny Zakrisson, Barry Wilson and Göte Dahlin. A new member is Hubert Joly. Hubert Joly (born 1959) is President & CEO of Carlson Companies Inc. since March 1, 2008. He previously served as President & CEO of Carlson Wagonlit Travel since 2004 and as Executive Vice President at Vivendi Universal from 1999 to 2004. He is a member of the supervisory board of the Aspen Institute France and a board member of the American Chamber of Commerce in France.
Share based long term incentive programme: A performance share programme 2008 will be implemented. It will comprise no more than 30 senior executives within Rezidor. The term of the programme will be 3 years, and the programme will in total comprise no more than 1,860,000 shares. The Board of Directors was authorised until the AGM 2009 to decide on acquisitions and transfers of own shares. No more than 1,380,000 shares can be acquired to secure delivery of shares to participants in the programme, and no more than 480,000 shares can be acquired and transferred to cover social security costs. The financial targets, and thus the allotment of Performance Shares, will be based 75 per cent on the company's TSR relative to a comparator group of 11 publicly traded international hotel companies and 25 per cent on the company's EPS growth. They also include a minimum level which must be achieved in order for any allotment to occur at all, as well as a maximum level in excess of which no additional allotment will occur. Complete details on the programme can be found atwww.rezidor.com.
Share buy-back: The Board of Directors was authorised until the AGM 2009 to decide on acquisitions of the company's shares on the SSE. Shares may be acquired to the extent that the company's holding of its own shares following the acquisition at the most reaches one tenth of all shares in the company.
The mission
The obligation to follow the Code did not arise until the Company became listed. The shareholders did not at the Annual General Meeting in 2006 appoint a Nomination Committee. Nevertheless in efforts to comply with the Code to the extent possible an informal Nomination Committee procedure was set up. In connection with the Listing of our shares, the Chairman of our Board of Directors, Mr. Urban Jansson, consequently initiated a process for appointing an informal Nomination Committee. However for the above reasons it was not possible to issue a press release with the names of the members of the Nomination Committee six month prior to the date of the Annual General Meeting as the Code prescribes.
The responsibility of the Nomination Committee is to nominate the persons to be appointed to our Board of Directors at the Annual General Meeting of shareholders. The Nomination Committee makes recommendations for the Board of Directors and recommendations regarding the allocation of remuneration among the Chairman and other members of our Board of Directors and regarding the allocation of remuneration in respect of committee work, if any. Such recommendations are presented at the Annual General Meeting. The Nomination Committee also makes recommendations regarding the appointment of auditors and remuneration of the auditors.
The 2007 Annual General Meeting shall decide upon the criteria to be used in appointing members of the Nomination Committee for the following year.
Members
The intention as set out in our Listing prospectus was that the members of the informal Nomination Committee should represent the three largest shareholders. As a result the informal Nomination Committee has consisted of Mrs. Marilyn Carlson Nelson who has taken steps to set up a Nomination Committee. Mrs. Marilyn Carlson Nelson, who represents the owners Carlson Hotels Worldwide Inc and Carlson Summit Inc (together "Carlson"), owns 35%, Mr. Benny Zakrisson, who represents SAS AB (publ) owns 6.74% and Mr. Brian Meyer, who represents Fir Tree Partners, USA owns 5.02% (as disclosed by Fir Tree, Inc. in a press release dated January 8th, 2007, New York). The informal Nomination Committee has thus included two members of the Board. The Nominations Committee has informed the Company that this was necessary due to time constraints.









