The income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet were adopted. In accordance with the Board of Directors’ motion, it was resolved that a dividend of SEK 3.00 per share would be paid to the shareholders. April 7, 2014 was decided as the record date for the right to receive dividends. Disbursement of the dividend by Euroclear Sweden AB is scheduled to occur on Thursday, April 10, 2014.
The Board Members, Board Deputies and the President
were discharged from liability for their administration during the 2013 fiscal year.
Jean-Baptiste Duzan, Hanne de Mora, Anders Nyrén, Olof Persson, Carl-Henric Svanberg and Lars Westerberg were reelected as members of the AB Volvo Board. Matti Alahuhta, James W. Griffith and Kathryn V. Marinello were elected as new members of the Board. Carl-Henric Svanberg was reelected as Chairman of the Board.
Individual fees payable to the members of the Board were adopted as follows. The Chairman of the Board was allocated SEK 3,250,000 and each of the other members SEK 950,000 with the exception of the President, who does not receive a director’s fee. In addition, the Chairman of the Audit Committee was allocated SEK 300,000, the other members of the Audit Committee SEK 150,000 each and the Chairman of the Remuneration Committee was allocated SEK 125,000 and the other members of the Remuneration Committee SEK 100,000 each.
The registered accounting firm PricewaterhouseCoopers AB was reelected as the company’s auditor for a period of four years. It was resolved that the fee to the auditor shall be paid in accordance with an approved invoice.
Carl-Olof By, representing AB Industrivärden, Lars Förberg, representing Cevian Capital, Yngve Slyngstad, representing Norges Bank Investment Management, Håkan Sandberg, representing Svenska Handelsbanken, SHB Pension Fund, SHB Employee Fund, SHB Pensionskassa and Oktogonen and the Chairman of the Board were elected members of the Election Committee. The Meeting resolved that no fees shall be paid to the members of the Election Committee.
The Meeting adopted the Election Committee’s motion to amend the Instructions for the AB Volvo Election Committee concerning the basis for a proposal for a new Election Committee. Such a proposal shall onwards be based on the ownership statistics received from Euroclear Sweden AB as of the last banking day in January each year. The Election Committee shall however have the possibility to take into consideration changes in ownership occurring thereafter, to the extent deemed appropriate and practically possible.
A remuneration policy for senior executives was adopted in accordance with the Board of Directors’ motion.
Moreover, the Meeting adopted the Board of Directors’ motion concerning a long-term, share-based incentive program for a maximum of 300 senior executives in the Volvo Group comprising the years 2014-2016, based on the same principles as the program adopted by the Annual General Meeting held in 2011, however with a certain adjustment of the performance targets. The program consists of three annual programs, each with the respective fiscal year as the measurement period. A prerequisite for participation in the program is that the participants invest a portion of their salary in Volvo shares and retain those shares and remain employed within Volvo during at least three years after the investment. Following the close of the three-year period, the main rule is that the participants will be allotted one matching share per invested share and, assuming that the Volvo Group’s ROE (return on equity) for the particular fiscal year amounts to at least 10 percent for 2014, 11 percent for 2015 and 12 percent for 2016, a number of performance shares. Maximum allotment of performance shares occurs at a ROE of 25 percent or higher for 2014, 26 percent or higher for 2015 and 27 percent or higher for 2016. The maximum number of performance shares that can be allotted per invested share amounts to seven for the Chief Executive Officer, six for other members of the Group Executive Team and five for other participants in the program. Allotment of matching shares for an annual program is conditional upon the Annual General Meeting for the fiscal year in question resolving that dividend shall be distributed to the shareholders.
The Meeting further resolved to adopt the Board of Directors’ motion concerning transfer of treasury shares of series B free of consideration to participants in the share-based incentive program, in order to fulfill AB Volvo’s undertakings of allotment of matching- and performance shares according to the program conditions, up to maximum as many series B shares as held by AB Volvo at the time of the respective allotment.
April 2, 2014
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