AGM
| AGM 2018 Notice |  |
| Web application (only in Swedish) | Click here |
| The Board of Directors’ report on the Compensation Committee’s evaluation of the remuneration to the key management | |
| Items 16 and 17 - The Board_s proposals to the Annual General Meeting | |
| Nominating Committee of Rezidor Hotel Group AB proposals to the Annual General Meeting | |
| Auditors statement regarding guidelines for remuneration | |
Rezidor’s Nominating Committee for the Annual General meeting 2018 established
In accordance with the decision made by the Annual General Meeting on 28 April 2017, the Nominating Committee has been established. Based on the list of shareholders per 31 August 2017 the three largest known shareholders have been contacted, each of which was offered the possibility to appoint one representative of the Nominating Committee.
The Nominating Committee consists of Kin Ching Lo representing HNA Tourism, Trelawny Williams representing Fidelity International, Abhishek Agrawal representing Polygon Global Partners LLP and Di Xin (without voting rights), chairman of the Board of Directors. The members of the Nominating Committee have appointed Kin Ching Lo to chair the committee.
Rezidor Hotel Group AB’s Annual General meeting will be held on Thursday, 26 April 2018 at the Radisson Blu Royal Viking Hotel, Vasagatan 1 in Stockholm.
Shareholders who would like to submit proposals to the Nominating Committee may do so no later than 26 February 2018 via email to nominatingcommittee@rezidor.com.
| Proposal | |
| AGM 2017 minutes | |
| Notice | |
| Appendix 1 – Röstlängd 280417 | |
| Appendix 3 – Nominating Committee proposals | |
| Appendix 4 - Item 16 - Board Proposal principles for compensation 2017 | |
| Web application (only in Swedish) | Click here |
| Power of attorney | |
| Evaluation of remuneration to key management 2017 | |
| Item 16 Board Proposal Principles for compensation 2017 | |
| Board of Directors statement in accordance with Chapter 18 Section 4 | |
| Item 13: The Nominating Committee of Rezidor Hotel Group AB proposals to the Annual General Meeting | |
| Auditor's report | |
In accordance with the decision made by the Annual General Meeting on 21 April 2016, Rezidor's Nominating Committee was established in October 2016. Based on the list of shareholders as per 31 August 2016, the three largest known shareholders were contacted, each of which was offered the possibility to appoint one representative to the Nominating Committee.
On December 7, 2016, HNA Tourism Group Co, Ltd. ("HNA") announced the successful completion of its purchase of Carlson Hotels Inc. from Carlson Hospitality Group, Inc. This transaction included Carlson's stake in Rezidor, representing 51.3% of outstanding shares. After the closing of this transaction, HNA informed Rezidor that it was to replace Carlson's representative on the Nominating Committee with Mr. Charles Mobus. The other two representatives, Tomas Risbecker representing AMF Försäkring och Fonder, and Fredrik Carlsson representing Provobis Holding AB, remain the same. The members of the Nominating Committee have appointed Mr. Mobus to chair the committee.
On March 13, 2017, Fredrik Carlsson informed Rezidor of his resignation from the Nominating Committee based on Provobis Holding AB’s sale of its shares in Rezidor. On March 16, 2017, Tomas Risbecker informed Rezidor of his resignation from the Nominating Committee based on AMF Försäkring och Fonder’s sale of its shares in Rezidor. Rezidor has been unable to replace Mr. Carlsson and Mr. Risbecker on the Nominating Committee based on the short time remaining before the scheduled Annual General Meeting.
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, election of auditors (when applicable) and fees paid to them and suggestion for rules for appointing the Nominating Committee for the Annual General Meeting 2018.
Rezidor Hotel Group AB's Annual General Meeting will be held on Friday, 28 April 2017 at the Radisson Blu Royal Viking Hotel, Vasagatan 1 in Stockholm.
Shareholders who would like to submit proposals to the Nominating Committee may do so no later than 28 February 2017 via email to nominatingcommittee@rezidor.com.
| Proposal | |
| AGM 2017 Summary IR ENG | |
| Company Presentation | |
| AGM 2016 Minutes Final Eng | |
| Notice | |
| Web application (only in Swedish) | Click here |
| Power of attorney | |
| Item 11 - The Board of Directors’ proposal on decision on amendment of the Company’s Articles of Association regarding the auditor’s mandate period | |
| The Board of Directors’ report on the Compensation Committee’s evaluation of the remuneration to the key management | |
| Item 17 - Board proposal | |
| Item 18 - Board proposal | |
| Auditor's report | |
| The Board of Directors of Rezidor Hotel Group AB (publ) statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act | |
In accordance with the decision made by the Annual General Meeting on 24 April 2015, the Nominating Committee has been established. Based on the list of shareholders per 31 August 2015 the three largest known shareholders have been contacted, each of which was offered the possibility to appoint one representative of the Nominating Committee.
The Nominating Committee consists of Michael Andrew representing the Carlson group, Katja Bergqvist representing Handelsbanken Fonder, and Tomas Risbecker representing AMF Försäkring och Fonder. The members of the Nominating Committee intend to appoint Michael Andrew 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, election of auditors (when applicable) and fees paid to them and suggestion for rules for appointing the Nominating Committee for the Annual General Meeting 2017.
Rezidor Hotel Group AB’s Annual General Meeting will be held on Thursday, 21 April 2016 at the Radisson Blu Royal Viking Hotel, Vasagatan 1 in Stockholm.
Shareholders who would like to submit proposals to the Nominating Committee may do so no later than 28 February 2016 via email to nominatingcommittee@rezidor.com.
| Proposal | |
| Statement | |
| AGM 2016 Summary IR ENG | |
| Company Presentation | |
| Notice | |
| Minutes | |
| Web application (only in Swedish) | Click here |
| Power of attorney | |
| Item 10 b - The Board of Directors statement | |
| Item 15 - Board proposal | |
| Item 16 - Board proposals | |
| Item 16 - Summary of proposal | |
| Item 17 - Proposal from shareholder | |
| Auditor's report - Compliance with principles of compensation | |
| The Board of Directors' report on the Compensation Committee's evaluation of the remuneration to the key management | |
Nominating Committee consists of Michael W. Andrew representing the Carlson group, Marianne Flink representing Swedbank Robur funds and Erik Durhan representing Nordea Funds. The members of the Nominating Committee have appointed Michael W. Andrew 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, election of auditors (when applicable) and fees paid to them and - proposal for rules for appointing the Nominating Committee for the 2016 Annual General Meeting. Rezidor Hotel Group AB's Annual General Meeting will be held on Friday 24 April 2015 at the Radisson Blu Royal Viking Hotel, Vasagatan 1 in Stockholm.
| Proposal | |
| Statement | |
| Decision | |
| Minutes | |
| Notice | |
| Web application (only in Swedish) | Click here |
| Power of attorney | |
| Item 15 - Principles of compensation for key management | |
| Item 16 - Proposal for share based incentive programme LTIP 2014 | |
| Item 16 - Summary of proposal share based incentive programme 2014 | |
| Item 17 - Board of Directors resolution on new issue of shares | |
| Auditor's report - Compliance with principles of compensation for key management | |
The Nominating Committee consists of William Van Brunt representing the Carlson group, Björn Franzon representing Swedbank Robur funds and Arne Lööw representing Fjärde AP-fonden. The members of the Nominating Committee intend 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, election of auditors (when applicable) and fees paid to them and - proposal for rules for appointing the Nominating Committee for the 2015 Annual General Meeting.
Rezidor Hotel Group AB's Annual General Meeting will be held on Thursday 24 April 2014 at the Stockholm Waterfront Congress Centre, Nils Ericsons Plan 4 in Stockholm.
Shareholders who would like to submit proposals to the Nominating Committee may do so no later than by 28 February 2014 by email to nominatingcommittee@rezidor.com.
| Nominating Committee's proposal for the 2014 AGM | |
| Report on the work of Rezidor's Nominating Committee 2014 | |
The 2014 Nominating Committee
| Member | Representing | Number of shares August 31, 2013 | Shares of votes August 31, 2013 (based on number of registered shares) |
| William Van Brunt, Chairman | Carlson | 75,044,733 | 50.03 % |
| Björn Franzon | Swedbank Robur Fonder AB | 8,503,589 | 5.67 % |
| Arne Lööw | Fjärde AP-fonden | 2,701,888 | 1.80 % |
| Decisions at the Annual General Meeting | |
| CEO Presentation | |
| Minutes | |
| Notice | |
| Web application (only in Swedish) | Click here |
| Power of attorney | |
| Item 16 - Auditors report - Compliance with guidelines for remuneration to senior executives | |
| Item 16 - Principles of compensation for key management | |
| Item 17 - Proposal for share based incentive programme LTIP 2013 | |
| Item 17 - Summary of proposal share based incentive programme 2013 | |
| Item 18 - Amendment Articles of Association | |
| 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 % |
| 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 | |
| CEO Presentation | |
| Minutes | |
| Notice | |
| Item 15 - Principles for compensation key management | |
| Item 15 - Auditors report on remuneration 2011 | |
| Item 16 - Proposal for acquisition and transfer of own shares | |
| Report on the work of Rezidor's Nominating Committee 2012 | |
| Nominating Committee's proposal for the 2012 Annual General Meeting | |
| Rezidor's Nominating Committee for the Annual General Meeting 2012 established | |
| Member | Representing | Number of shares August 31, 2011 | Shares of votes August 31, 2011 (based on number of registered shares) |
| Chairman | Carlson | 75 044 733 | 50,03 % |
| Peter van Berlekom | Nordea Investment Funds | 16 292 000 | 10,86 % |
| Jan Andersson | Swedbank Robur fonder | 10 018 508 | 6,68 % |
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.
| CEO Presentation | |
| Notice | |
| Minutes | |
| Appendix 2 minutes | |
| Appendix 3 minutes | |
| Appendix 4 minutes | |
| Appendix 5 minutes | |
| Item 15 - Principles for compensation key management | |
| Item 15 – Auditors statement regarding compliance with remuneration guidelines | |
| Item 16 - Share based incentive program 2011 | |
| Item 16 - Summary of proposal share based incentive programme 2011 | |
| Item 16 - Appendix Board statement share based incentive program | |
| Item 17 - Proposal for acquisition and transfer of own shares | |
| Rezidor's Nominating Committee for the Annual General Meeting 2011 established | |
| Nominating Committee's statement re Board proposal for the 2011 AGM | |
| Report on the work of Rezidor's Nominating Committee 2011 | |
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.
| CEO Presentation | |
| Notice | |
| Minutes | |
| Appendix 2 minutes | |
| Appendix 3 minutes | |
| Appendix 4 minutes | |
| Appendix 5 minutes | |
| Appendix 6 minutes | |
| Item 14 - Proposal for appointment of the Nominating Committee | |
| Item 15 - Principles for compensation key management | |
| Item 15 - Auditor statement according to ABL Chapter 8 § 54 | |
| Item 16 - Share based incentive programmes | |
| Item 16 - Summary of 2010 incentive programme proposal | |
| Item 17 - Proposal for acquisition and transfer of own shares | |
| Item 18 - Amendment Articles of Association | |
| Nominating Committee statement regarding Board proposal | |
| Presentation Nominating Committee | |
| Report on the work of Rezidor's Nominating Committtee | |
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.
| CEO Presentation | |
| Notice | |
| Minutes | |
| Appendix 2 minutes | |
| Appendix 3 minutes | |
| Appendix 4 minutes | |
| Appendix 5 minutes | |
| Appendix 6 minutes | |
| Item 15 - Proposal for appointment of nominating committee | |
| Item 16 - Proposal for principles for compensation key management | |
| Item 16 - Official translation of the Auditor's Statement | |
| Item 17 (i) and (ii) - Proposal Share based incentive programmes | |
| Item 17 (i) - Board statement | |
| Item 17 (i) - Short description proposal for 2009 share based incentive programme | |
| Item 18 - Proposal for acquisition and transfer of own shares (incl Board Statement) | |
| Item 19 - Proposal for amendment Articles of Association.pdf | |
| Presentation Nominating Committee | |
| Nominating Committee statement regarding Board proposal | |
| Report of the work of Rezidor's Nominating Committee | |
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.
| CEO Presentation | |