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OSSR
Össur - Results of Annual Meeting 23 February 2007   23.2.2007 10:20:12
Flokkur: Hluthafafundir      Íslenska  English
 Össur - Presentation.ppt
 Samţykktir Össurar 23. febrúar 2007.pdf
 Ossur - ArticlesofAssociation 230207.pdf
Correction: Addition on the remuneration policy

Correction: Addition on the remuneration policy

 

 

The Annual General Meeting of Össur hf. was held at Nordica Hotel,  Reykjavík, on 23 February 2007

 

 

1.       The Consolidated Financial Statement and the Report of the Board of Directors were approved unanimously. 

 

2.       A decision was made on remuneration to the Board of Directors for 2006, as follows:

 

Chairman of the Board,             USD. 50.000

Vice Chairman of the Board,      USD. 30.000

Other members                        USD. 20.000

 

3.       A proposal was submitted  and approved to carry over, the net profit of the Company in 2006, to the following year.

 

 

4.       A motion was submitted and approved to amend Section 2.01of the Articles of Association of Ossur hf. and authorise the Board of Directors to increase the share stock of the company. The section now states,

 

The company's board of directors is authorised to increase the share capital of the company in stages over five years by up to ISK 209,608,310 at nominal value so that:

 

A)         up to ISK 9,608,310 at nominal value will be sold with pre-emption rights for shareholders in accordance with the company's articles of association and section V of Act no. 2/1995 on Public Limited Companies. The company's board of directors determines the offer price of these shares, the terms of sale, the subscription deadline and payment deadline.

 

B)         up to ISK 200,000,000 at nominal value through the sale of new shares without the provision on pre-emption rights of Art. 34, of Act No. 2/1995 on Public Limited Companies, being applicable. The company's board of directors determines the offer price of these shares, the terms of sale, the subscription deadline and payment deadline. The company's board of directors may decide that subscribers pay for the new shares partly or wholly in cash.

 

5.       The following were elected to serve on the Board of Directors until the next Annual General Meeting:

 

Niels Jacobsen – Chairman of the Board

Kristján Tomas Ragnarsson

Sigurbjörn Thorkelsson

Thordur Magnusson– Vice Chairman

Össur Kristinsson

 

6.       The Auditing Firm of Össur hf. for the current year will be Deloitte hf.

 

7.       A motion was submitted and approved to authorise the Board of Directors to acquire treasury shares in the Company.  The motion was as follows:

 

The Company is authorised, pursuant to the provisions of Article 55 of the Companies Act No. 2/1995, to acquire up to 10% of treasury shares at a price which is no higher than 10% over and no lower than 10% under the posted average price of shares in the Company for the two weeks immediately preceding the acquisition. 

 

The authorisation is effective for the next 18 months.   Earlier authorisation is withdrawn.

 

8.       A Remuneration Policy in accordance with Article 79.a. of the Company Act. was approved. In addition key terms of share option agreements with the CEO and members of the Executive Committee.

 

The Remuneration Policy of Össur hf.

In accordance with Article 79.a. of the Act respecting Limited Liability Companies No. 2/1995

 

It is the policy and priority of Össur hf. to attract and retain exceptional employees. In order to achieve this, the Company must have in place a competitive compensation structure in each of its operations. This remuneration policy is designed and implemented to ensure the alignment of interest of the long-term shareholders of Össur hf. and its employees and other stakeholders, in a principled, simple and transparent way.

 

In addition to base salary, Össur hf. (the “Company”), provides employees with necessary working equipment. The Company compensates managers and employees with other payments, reimbursements and other rewards including:

 

1.       With performance-linked payments and benefits. The Company can pay bonuses that reflect individual contribution to the Company’s projects, specific divisions or the Company as a whole. Managers will also be provided with vehicles in few exceptional cases.

 

2.       With share options. The Board of Directors of Össur hf. (the “Board”) can offer employees share options in the Company. The strike price of such share options agreements shall never be below the market prices of the Company’s shares at the time of issuing. All share option agreements offered to the managers of the Company will be laid before a shareholders meeting for approval. Össur’s annual report always discloses the share options held by managers and members of the Board. The Board can in exceptional circumstances provide the Company’s managers with sales rights on their options of shares in the Company.

 

3.       Össur hf. does not provide managers or other employees with loans or guarantees in relation to purchase of shares in the Company, as authorised in 2nd paragraph of Article 104 in the Act respecting Public Limited Companies, or for other purposes, except in exceptional circumstances. Such instances are always subject to the approval of the Board.

 

4.       Össur hf. pays employer’s share to pension funds for employees in accordance with applicable laws and general labour contracts. The Company does not enter into special pension fund agreements and no such agreements exist. The Company, in exceptional circumstances, pays an additional pension contribution for managers, never exceeding 20% of annual salary.

 

5.       Össur hf. does not enter into special retirement agreements with managers and other employees, but prefers to have mutual termination clauses apply as practiced on the labour market. Össur’s employees have three months notice clause in accordance with employment agreements or general union labour requirements. The Board reserves the right to approve, in specific instances, a termination notice up to 12 [twelve] months, particularly in the case of managers located abroad. Currently some managers have up to 12 [twelve] months termination clause.

 

6.       The remuneration of the Board of Directors is approved, with forward effect for one year at a time, by the Company’s Annual General Meeting in accordance with Company Law.

 

This Remuneration Policy is reviewed once a year by The Board of Directors of Össur hf.

 

 

New share option agreements with CEO and members

of the Executive Board

 

         Key Terms

 

          The CEO is granted an option to purchase 1.250.000 shares of common stock.

 

          Other six members of the Executive Committee are each granted an option to purchase 308.000 shares of common stock.

 

          The options will only be possible to vest during the month of December the year 2011

 

          It is a condition for the vesting of the agreements that a option holder will remain continously employed with the Company until December 1st 2011.

 

          The strike price of these option agreements will be the average of the Company’s share price during the last 20 working days prior to the Annual General Meeting on 23rd of February, 2007, or a currency converted figure thereof, should the Company list a part or all of its shares on a foreign Stock Exchange.

 

          The company does not contribute funds or place any security in connection with these purchases.

 

          The company’s estimated cost, in relation to these options, has been assumed based on the option pricing model of Black-Scholes. According to such calculation made by the company’s auditor, the estimated cost is 46.123.175 Ikr.

 

Prentvćn útgáfa
OSSR
Össur - Results of Annual Meeting 23 February 2007   23.2.2007 09:45:42
Flokkur: Hluthafafundir      Íslenska  English
Ţessi frétt hefur veriđ leiđrétt
The Annual General Meeting of Össur hf

The Annual General Meeting of Össur hf. was held at Nordica Hotel,  Reykjavík, on 23 February 2007

 

 

1.       The Consolidated Financial Statement and the Report of the Board of Directors were approved unanimously. 

 

2.       A decision was made on remuneration to the Board of Directors for 2006, as follows:

 

Chairman of the Board,                         USD. 50.000

Vice Chairman of the Board,                  USD. 30.000

Other members                                    USD. 20.000

 

3.       A proposal was submitted  and approved to carry over, the net profit of the Company in 2006, to the following year.

 

 

4.       A motion was submitted and approved to amend Section 2.01of the Articles of Association of Ossur hf. and authorise the Board of Directors to increase the share stock of the company. The section now states,

 

The company's board of directors is authorised to increase the share capital of the company in stages over five years by up to ISK 209,608,310 at nominal value so that:

 

A)         up to ISK 9,608,310 at nominal value will be sold with pre-emption rights for shareholders in accordance with the company's articles of association and section V of Act no. 2/1995 on Public Limited Companies. The company's board of directors determines the offer price of these shares, the terms of sale, the subscription deadline and payment deadline.

 

B)         up to ISK 200,000,000 at nominal value through the sale of new shares without the provision on pre-emption rights of Art. 34, of Act No. 2/1995 on Public Limited Companies, being applicable. The company's board of directors determines the offer price of these shares, the terms of sale, the subscription deadline and payment deadline. The company's board of directors may decide that subscribers pay for the new shares partly or wholly in cash.

 

5.       The following were elected to serve on the Board of Directors until the next Annual General Meeting:

 

Niels Jacobsen – Chairman of the Board

Kristján Tomas Ragnarsson

Sigurbjörn Thorkelsson

Thordur Magnusson– Vice Chairman

Össur Kristinsson

 

6.       The Auditing Firm of Össur hf. for the current year will be Deloitte hf.

 

7.       A motion was submitted and approved to authorise the Board of Directors to acquire treasury shares in the Company.  The motion was as follows:

 

The Company is authorised, pursuant to the provisions of Article 55 of the Companies Act No. 2/1995, to acquire up to 10% of treasury shares at a price which is no higher than 10% over and no lower than 10% under the posted average price of shares in the Company for the two weeks immediately preceding the acquisition. 

 

The authorisation is effective for the next 18 months.   Earlier authorisation is withdrawn.

 

8.       A Remuneration Policy in accordance with Article 79.a. of the Company Act. was approved. In addition key terms of share option agreements with the CEO and members of the Executive Committee.

 

The Remuneration Policy of Össur hf.

In accordance with Article 79.a. of the Act respecting Limited Liability Companies No. 2/1995

 

It is the policy and priority of Össur hf. to attract and retain exceptional employees. In order to achieve this, the Company must have in place a competitive compensation structure in each of its operations. This remuneration policy is designed and implemented to ensure the alignment of interest of the long-term shareholders of Össur hf. and its employees and other stakeholders, in a principled, simple and transparent way.

 

In addition to base salary, Össur hf. (the “Company”), provides employees with necessary working equipment. The Company compensates managers and employees with other payments, reimbursements and other rewards including:

 

1.       With performance-linked payments and benefits. The Company can pay bonuses that reflect individual contribution to the Company’s projects, specific divisions or the Company as a whole. Managers will also be provided with vehicles in few exceptional cases.

 

2.       With share options. The Board of Directors of Össur hf. (the “Board”) can offer employees share options in the Company. The strike price of such share options agreements shall never be below the market prices of the Company’s shares at the time of issuing. All share option agreements offered to the managers of the Company will be laid before a shareholders meeting for approval. Össur’s annual report always discloses the share options held by managers and members of the Board. The Board can in exceptional circumstances provide the Company’s managers with sales rights on their options of shares in the Company.

 

3.       Össur hf. does not provide managers or other employees with loans or guarantees in relation to purchase of shares in the Company, as authorised in 2nd paragraph of Article 104 in the Act respecting Public Limited Companies, or for other purposes, except in exceptional circumstances. Such instances are always subject to the approval of the Board.

 

4.       Össur hf. pays employer’s share to pension funds for employees in accordance with applicable laws and general labour contracts. The Company does not enter into special pension fund agreements and no such agreements exist. The Company, in exceptional circumstances, pays an additional pension contribution for managers, never exceeding 20% of annual salary.

 

5.       Össur hf. does not enter into special retirement agreements with managers and other employees, but prefers to have mutual termination clauses apply as practiced on the labour market. Össur’s employees have three months notice clause in accordance with employment agreements or general union labour requirements. The Board reserves the right to approve, in specific instances, a termination notice up to 12 [twelve] months, particularly in the case of managers located abroad. Currently some managers have up to 12 [twelve] months termination clause.

 

6.       The remuneration of the Board of Directors is approved, with forward effect for one year at a time, by the Company’s Annual General Meeting in accordance with Company Law.

 

This Remuneration Policy is reviewed once a year by The Board of Directors of Össur hf.

 

 

 


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