The Board of Directors withdraws the dividend proposal in the light of the new ownership structure

Annual report & supporting resolution documentation will be available at Axis' head office

The Board of Directors withdraws the dividend proposal in the light of the new ownership structure. Instead, the Board of Directors proposes that no dividend is paid for the financial year 2014 and that the company’s results are carried forward.

Notice of Annual General Meeting

Axis AB (public) is holding its Annual General Meeting at 3.00 p.m. on Monday, June 15, 2015, at the company’s premises, Emdalavägen 14 in Lund, Sweden.

Participation

The right to participate in the Annual General Meeting falls upon persons who

  • Are registered as shareholders in the share register maintained by Euroclear Sweden AB as of Tuesday, June 9, 2015, and
  • Have given notice of attendance to the company not later than Tuesday, June 9, 2015.

Recording in the share register

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the Meeting, ensure that the nominee registers the shares in the shareholder’s own name, so that the shareholder is registered in the share register on Tuesday, June 9, 2015. Such registration may be temporary.

Notice of attendance

The notice of attendance should include name, personal identity number or corporate registration number, address and telephone number as well as the number of shares represented

The notice of attendance should include name, personal identity number or corporate registration number, address and telephone number as well as the number of shares represented. The notice should also state the number of advisors (however, not more than two) that the shareholder wishes to bring to the Meeting. If a shareholder is represented by proxy, the power of attorney and – if the shareholder is a legal entity – a certified copy of the certificate of registration, or other document demonstrating the signatory’s authority to sign for the legal entity, must be sent to the company in good time prior to the Meeting. The power of attorney must be presented in its original.

Notice of attendance shall be made in writing to Axis AB (public), Attn: Adrienne Jacobsen,

Emdalavägen 14, SE-223 69 Lund, Sweden or by telephone +46 46 272 18 00.

Proposed agenda 

  • Opening of the Meeting.
  • Election of the Chairman of the Meeting.
  • Preparation and approval of the voting list.
  • Approval of the Agenda.
  • Election of one or two persons to approve the minutes.
  • Determination as to whether the Meeting has been duly convened.
  • Presentation of the annual report and the auditor’s report, and the consolidated annual report and the auditor’s report for the group.
  • Resolution:
  1. Concerning the adoption of the profit and loss account and the balance sheet, and the consolidated profit and loss account and the consolidated balance sheet,
  2. Concerning the disposition of the company’s profit as set forth in the adopted balance sheet,
  3. Concerning discharge from liability for the members of the Board of Directors and for the President.
  • Determination of the number of members of the Board of Directors and auditors.
  • Determination of the fees payable to the Board of Directors and the auditor.
  • Election of Board members, Chairman of the Board and auditor as well as the Board of Directors’ proposal regarding amendment of the articles of association.
  • Resolution concerning the Board of Directors’ proposal regarding principles for determining salaries and other remuneration to the President and other members of company management.
  • Closing of the Meeting.

Board of Directors proposes that no dividend is paid for the financial year 2014 and that the company’s results are carried forward

Number of shares and votes

The number of shares and votes in the company is 69,461,250. The company does not hold any own shares.

Proposal regarding dividend (Item 8b)

In the light of the new ownership structure following the completion of the public cash offer by Canon Inc., the Board of Directors has resolved to withdraw its prior proposal. Instead, the Board of Directors proposes that no dividend is paid for the financial year 2014 and that the company’s results are carried forward.

Proposals regarding Items 2 and 9-11)

In the light of the new ownership structure following the completion of the public cash offer by Canon Inc., the Nomination Committee has not found reason to present any proposal to the Annual General Meeting. The Board of Directors has however been informed that Canon Inc., holding 84.83 percent of the shares and votes in the company as at the date of this notice, proposes the following:

  • That adjunct professor Svante Johansson shall be elected Chairman of the Meeting
  • That five Board members shall be elected without any deputy members;
  • That Martin Gren shall be re-elected and that Bert Nordberg, Biörn Riese, Håkan Kirstein and Toshizo Tanaka shall be elected new members of the Board of Directors,
  • That Biörn Riese shall be elected Chairman of the Board,
  • That remuneration totaling SEK 2,000,000 shall be paid to the Board of Directors, to be distributed with SEK 800,000 to the Chairman of the Board and SEK 400,000 to each of the other Board members, with the exception of Toshizo Tanaka who shall not receive any remuneration,

Bert Nordberg has previously been Chairman of the Board of Directors and CEO of Sony Mobile Communications AB and has held several leading positions within the Ericsson Group. Bert Nordberg is currently Chairman of the Board of Directors of Ideonfonden AB, Imagination Technologies Group Plc, Sigma Connectivity AB and Vestas Wind Systems A/S as well as member of the Board of Directors of Aktiebolaget Electrolux, Materials Technology Economy Know-how Sweden AB and Svenska Cellulosa Aktiebolaget SCA.

In the event of re-election the Annual General Meeting of Shareholders may elect the Auditor, with or without the Deputy Auditor

Biörn Riese is a member of the Swedish Bar Association as well as partner and Chairman of the Board of Directors of Mannheimer Swartling. Biörn Riese is also member of the Board of Directors of the American Chamber of Commerce in Sweden and the Swedish Anti-Corruption Institute.

Håkan Kirstein has previously been CEO of StatoilHydro Sverige AB and Niscayah Group AB and member of the Board of Directors of Cloetta AB, Intersport AB, Kemetyl Group AB and Niscayah Group AB. Håkan Kirstein is currently acting CEO of Imtech Nordic AB. Toshizo Tanaka has for a long period of time held several leading positions within the Canon Group and is currently Chief Financial Officer and member of the Board of Directors of Canon Inc.

The Board of Directors further proposes the following:

  • That the company shall have one auditor without any deputies,
  • That PricewaterhouseCoopers AB shall be re-elected as auditor for the period until the end of the next Annual General Meeting (authorised public accountant Ola Bjärehäll is intended to continue as auditor-in-charge), and
  • That the remuneration to the auditor shall be paid against approved invoices.

The proposal regarding election of auditor requires amendment of the Articles of Association’s provision on the auditor’s term of office (§ 7). The Board proposes the following.

Present wording

For the purpose of reviewing the Company’s annual report, the accounting records and the administration of the Boards of Directors, one Auditor, with or without a Deputy Auditor, is elected at the Annual General Meeting of Shareholders for the period until the end of the Annual General Meeting of Shareholders held during the fourth financial year after the election of such Auditor. In the event of re-election the Annual General Meeting of Shareholders may elect the Auditor, with or without the Deputy Auditor, for the period until the end of the Annual General Meeting of Shareholders held during the third financial year after the election of such Auditor. A registered firm of accountants may also be elected as Auditor or Deputy Auditor.

The “stay on board remuneration” shall not exceed 100 percent of an annual basic salary and shall be paid at the end of or in tranches during a period of 24 consecutive months

New proposed wording

The Company shall have one Auditor without Deputy Auditors. An authorised public accountant or a registered firm of accountants shall be elected as Auditor.

Proposal regarding principles for determining salaries and other remuneration to the President & other members of the company management (Item 12)

The proposal of the Board of Directors implies that the principles for determining salaries and other remuneration to the President and other members of the company management that were adopted by the Annual General Meeting in 2014 shall, in all material respects, continue to be in force, however that in the event of termination by the company of any senior executive, termination benefits corresponding to up to twelve cash monthly salaries can be paid. In addition thereto, a “stay on board remuneration” may be agreed where appropriate. Such additional remuneration shall consist of cash and be conditional on the relevant members of the company management remaining employed for a certain period of time, subject to, where considered appropriate, “good and bad leaver provisions”. The “stay on board remuneration” shall not exceed 100 percent of an annual basic salary and shall be paid at the end of or in tranches during a period of 24 consecutive months. The remuneration shall not constitute pensionable salary.

Documents available prior to the Annual General Meeting

The annual report and other supporting resolution documentation will be available at the company’s head office at Emdalavägen 14 in Lund, Sweden, as well as on the company’s website, not later than three weeks prior to the Meeting, and will be sent to shareholders upon request.

Share with LinkedIn Share with Twitter Share with Facebook Share with Facebook
Download PDF version

In case you missed it

HID shares tips for returning to the workplace post-COVID-19
HID shares tips for returning to the workplace post-COVID-19

Sooner or later (hopefully sooner), the novel coronavirus global pandemic will allow workplaces to reopen. But as we move into this recovery phase, there are many questions surrounding the transition. How can companies ensure facilities are in acceptable working order to reopen? How do they decide who is coming back and when? How will social distancing impact the operation of a company’s physical access control system? How can companies ensure that both visitors and employees are aware of the policy changes and extra controls? For answers to these and other salient questions, we called on Ian Lowe, Product Marketing Director of HID SAFE Identity and Access Management (IAM) solutions. “There’s no doubt about it: the global pandemic will change the way we live, work, and conduct business for some time,” says Lowe. “Over the past several weeks, we have been working with customers to enable a safe return to the workplace. We have observed that the number of challenges in the mid-to-long-term level and the associated complexity vary by location.” Lowe shares some of the proactive measures and best practices that can assist in a safe return to the workplace as we settle into a “new normal”. Challenge 1: Ensuring building readiness After being unoccupied for weeks or months, building readiness must be addressed completely before welcoming anyone inside. Even though employees may be eager to return, the workplace itself may not be ready. Companies may want to consider continuing remote work while facility operations are prepped. Challenge 2: workforce management There’s no doubt about it: the global pandemic will change the way we live, work, and conduct business for some time While it is dependent on location and industry, taking a phased approach is the best course of action when allowing employees, contractors and visitors back into facilities. First, facilities management will want to survey the property for readiness and then provide an estimate as to when employees may begin reporting back into the office. Next, it’s important to consider that office density needs are interrelated to the facility architecture. It is possible to accommodate a higher capacity of workforce in an airy, open office space than in a constrained one. A good rule of thumb is to start by introducing no more than 30% of employees back into the workplace at first. This could be a rolling group model in which the population total remains controlled and constant, but specific individuals vary from day to day. This option is good for a workforce that needs to be together in person but not necessarily all at the same time due to office density concerns. Welcoming visitors or customers into the office should be delayed as long as possible. If that’s not feasible, visitor numbers should be factored into the total density count. A cloud-based visitor management system can help with implementation. Challenge 3: Controlling access The ability to vet staff, employees, contractors and visitors before and during the return will vary greatly depending on the location. Policies should be implemented that require employees to be screened regularly — and for an extended amount of time. Look to answer the following questions: Where have you visited in the days since last entering the workplace? Have you come into contact with anyone else who has recently visited high-risk areas? Have you shown any symptoms of infection in the past xx number of days? Policies should be implemented that require employees to be screened regularly — and for an extended amount of time If there is cause for concern, refuse the visitor and/or supplement the screening process with additional steps. Temperature checking is mandatory in many organisations⁠— often multiple times a day. This applies to interactions at delivery bays, too. A policy-based physical identity and access management solution integrated with existing physical access controls makes it possible to enforce, monitor and report this type of activity. Challenge 4: Social distancing and contact tracing plan Social distancing may continue within the office, which will impact restrictions and guidelines related to access control. The office layout may be reworked for proper distance between cubicles, workplace positions and employees. Specific entrances, exits and pathways may be designated as one-way-only. Assigning Bluetooth LE beacons to employees once they are inside the workplace will allow companies to monitor proximity to others and measure localised density in real-time⁠ by using location services, contact tracing, and surge response technologies. Challenge 5: Reduced physical touchpoints Contactless technologies can help enforce social distancing and reduce touchpoints on common surfaces Reducing the number of physical touchpoints is desirable throughout a workplace. Contactless technologies can help enforce social distancing and reduce touchpoints on common surfaces such as faucets, doorknobs, coffee pot handles, etc. While introducing additional security checks and screenings, it’s important to not increase touchpoints and further infection risks. There have been more requests for a contactless experience to secure workplace access, including automatic doors and turnstiles, contactless cards and mobile access. Challenge 6: Communicating for confidence Proactive communication is key to provide reassurance that appropriate safety measures have been taken and that both visitors and employees are aware of the policy changes and extra controls. Equally important is to communicate a policy change – and the reasoning behind it – before it happens. While there may not be an exact expiration date on these new policies, ensuring that impacted individuals will have a safer experience is universally appreciated.

Elevated temperature screening is paving the way to Britain’s reopening
Elevated temperature screening is paving the way to Britain’s reopening

Technology has played a vital role in how businesses have enabled their employees to work productively from home during the COVID-19 pandemic. For those of us who can do our jobs from home you only have to look at the ‘Zoom Boom’ to see how much our working lives have changed compared to the beginning of the year. Despite the fact that those companies that can are now productively and efficiently operating remotely, the country is now facing the next challenge in this crisis: how to safely reopen workplaces for those who can’t. There is no argument that the economy hasn’t taken a hit during this unpredictable time. Shops, restaurants and entertainment facilities have been forced to close, and 23% of the country’s workforce (6.3 million people) has been furloughed. It’s no surprise that the Bank of England has warned that the UK is heading towards its sharpest recession on record. To counter this economic risk, the government is taking steps to slowly and cautiously reopen the economy by easing lockdown measures, sending people back to work and allowing businesses to reopen. With non-essential retail outlets now able to open from the 15th June, the question business owners face is how to operate safely and maintain social distancing practices, which are set to remain in place until such time as a vaccine is widely available. With lockdown easing and a ‘new normal’ on the horizon, the health of the country’s workforce mustn’t be forgotten in a bid to save the economy. This is why technology that can allow for a controlled return to work, while mitigating any risks to the health of consumers and employees, must play a part in the easing of lockdown. Temperature screening in the new normal Elevated temperature screening is one technology that should play a key part in return to work strategies and the safe reopening of businesses. This valuable solution uses a thermal and optical camera to analyse body temperature, which is a key indicator of the presence of a potential illness, and discreetly alerts the operator when the set temperature threshold is exceeded by someone screened by the tool. With temperature screening technology in place, the exposure of potentially infected individuals to others can be dramatically decreased and the risk of a localised outbreak minimised. Furthermore, for businesses such as retailers whose success is dependent on customers feeling safe to visit the premises, it has the added benefit of giving them additional assurances that visible measures for their protection are in place. In combination with other solutions, such as vigorous testing and screens to protect employees and customers, returning to work can be safe and controlled. With temperature screening technology in place, the exposure of potentially infected individuals to others can be dramatically decreased The reality of a ‘new normal’ may already be visible in some industries, such as grocery retail where one-way systems, plastic screens and constant cleaning are already in place. However, elevated temperature screening has countless applications for both essential and non-essential industries, ranging from offices and train stations, to hospitals and pharmacies. This screening technology allows businesses to take preventative steps to minimise the chances of the wider workforce and customers coming into contact with someone exhibiting symptoms of a potential illness. A number of businesses are already deploying this technology, such as Vodafone, which has deployed heat detection cameras at key UK sites to protect its employees. The camera used by the telco can screen up to eight people at once and 100 people per minute, while judging body temperature in less than half a second – all of which makes it ideal for congested and high traffic areas. Not all solutions are created equal Over the past few months, we have been inundated with images and videos of temperature screening taking place within key industries, which have continued to operate through the pandemic. However, the hand-held thermometers commonly being used require the device to be within an extremely short range of the subject and are only able to screen one person at a time. This is why remote elevated temperature screening solutions are so valuable – especially given that social distancing guidelines are unlikely to be relaxed in the near future. Stand-off solutions can enable temperature screening to take place without the need for close human interaction, further safeguarding employees and reducing the risk of contact with potentially infected individuals. Elevated temperature screening has countless applications for both essential and non-essential industries, ranging from offices and train stations, to hospitals and pharmacies Along with remote capabilities, there are a number of other crucial factors to take into account. The solution must be quick and easy to implement, as well as being highly accurate. When paired with a blackbody, the accuracy of temperature screening solutions can be within 0.3°C. Connectivity is also key and adopting an end-to-end solution linked to a centralised command and control location is invaluable. With holistic connectivity, these solutions can encompass cameras installed in multiple locations, and alarms can be viewed locally, remotely or on a smartphone app. This means that staff don’t need to provide direct supervision to the device on-site. With the guidelines regarding which industries and sectors can reopen changing on an almost daily basis, it’s important that these protective solutions can be installed without overhauling the surveillance infrastructure already in place. Looking ahead, adopting a solution with an upgrade path to other enhancements, such a facial recognition, is favourable as they can be used in conjunction with future and existing security measures.  Shop local Stand-off solutions can enable temperature screening to take place without the need for close human interaction Businesses have plenty on their minds as they prepare for the uncertainty that is sure to continue throughout the rest of the year and beyond. However, due diligence can’t be left to the wayside when looking to adopt an elevated temperature screening solution. There are high-risk vendors present in the market, many of which have been blacklisted in the US, and they must be given a wide berth. Buying British-made technology can alleviate these security concerns, as well as avoiding any logistical issues caused by the breakdown of global supply chains.  As the economy cautiously reopens, the country will have to adapt to a ‘new normal’ over the coming months. Elevated temperature screening solutions should be implemented by businesses to protect the health of the workforce and customers alike – ultimately paving the way to a safe and controlled return to work.

Which security technology is most misunderstood, and why?
Which security technology is most misunderstood, and why?

The general public gets much of its understanding of security industry technology from watching movies and TV. However, there is a gap between reality and the fantasy world. Understanding of security technologies may also be shaped by news coverage, including expression of extreme or even exaggerated concerns about privacy. The first step in addressing any challenge is greater awareness, so we asked this week’s Expert Panel Roundtable: Which security industry technology is most misunderstood by the general public and why?