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2014-05-28

Transcom WorldWide: Transcom's 2014 Annual General Meeting of Shareholders

Transcom WorldWide S.A.'s 2014 Annual General Meeting of Shareholders
(`'AGM''), held today, unanimously voted to support all of the
proposed resolutions.

The AGM resolved to:

· Approve the annual accounts of Transcom WorldWide S.A.
(`'Transcom'') and the consolidated accounts for the financial year
ended 31 December 2013.

· Approve the allocation of the loss for the period starting 1
January 2013 and ending 31 December 2013 to the loss carried forward
account.

· Grant discharge to the members of the board of directors of
Transcom (the `'Board'') for, and in connection with, the financial
year ended 31 December 2013.

· Approve the re-election of Mr. Henning Boysen, Mr. Stefan
Charette, Mr. Alexander Izosimov, Mr. Mikael Larsson, and Mr. Roel
Louwhoff as directors of Transcom, all such directors to be elected
for a term ending at the annual general meeting to be held in 2015
(the "2015 AGM").

· Approve the election of Mrs. Mia Brunell Livfors and Mr. John C.
Freker Jr. as new directors of Transcom for a term ending at the 2015
AGM.

· Re-elect Ernst & Young S.A., Luxembourg as external auditor for a
term ending at the 2015 AGM.

· Approve that the fees for the members of the Board will be
increased by 9% compared to the previous year, which partly is an
effect of a proposal to have an additional member of the Audit
Committee. EUR 95,000 is allocated to the Chairman of the Board, EUR
43,000 for each of the other directors of Transcom and a total of EUR
51,000 for the work in the committees of the Board. For work within
the Audit Committee EUR 16,000 shall be allocated to the Chairman and
EUR 7,000 to each of the other three members. For work within the
Remuneration Committee EUR 5,000 shall be allocated to the Chairman
and EUR 3,000 to each of the other three members. This will result in
a total remuneration to the directors of the Board of EUR 404,000 for
the period ending at the 2015 AGM.

· Approve the following procedure for preparation of the election of
the Board and the auditor of Transcom. The work of preparing
proposals to the 2015 AGM regarding the directors of the board and
auditor, and their remuneration, as well as the proposal on the
Chairman of the 2015 AGM and the procedure for the Nomination
Committee shall be performed by a Nomination Committee. The
Nomination Committee will be formed during October 2014 in
consultation with the largest shareholders of Transcom as per 30
September 2014. The Nomination Committee will consist of at least
three members appointed by the largest shareholders of Transcom (that
have wished to appoint a member). A representative of the largest
shareholder at the time of the announcement will be a member of the
Committee and will also act as its convenor. The members of the
Nomination Committee will appoint the Nomination Committee Chairman
at their first meeting. The Nomination Committee is appointed for a
term of office commencing at the time of the announcement of the
interim report for the period January - September 2014 and ending
when a new Nomination Committee is formed. If a member resigns during
the term of the Nomination Committee, the Nomination Committee can
choose to appoint a new member. The shareholder that appointed the
resigning member shall be asked to appoint a new member, provided
that the shareholder still is one of the largest shareholders of
Transcom. If that shareholder declines participation on the
Nomination Committee, the Nomination Committee can choose to ask the
next largest qualified shareholder to participate. If a large
qualified shareholder reduces its ownership, the Nomination Committee
can choose to appoint the next largest shareholder to join. In all
cases, the Nomination Committee reserves the right to reduce its
membership as long as the number of members remains at least three.
The Nomination Committee shall have the right to upon request receive
personnel resources such as secretarial services from Transcom, and
to charge Transcom with costs for recruitment consultants and related
travel if deemed necessary.

· Approve the guidelines on remuneration for senior executives of
Transcom in accordance with the proposal submitted in the AGM
Convening Notice published on 22 April 2014, which is available on
Transcom's website, www.transcom.com.

· Approve the long-term incentive plan in the terms as further
detailed in the full proposal of the Board which is available on
Transcom's website, www.transcom.com.

For details of the decisions taken at the AGM, please refer to the AGM
Convening Notice published on 22 April 2014, which is available on
Transcom's website, www.transcom.com.

At a statutory meeting of the Board following the AGM, the Board
re-elected Mr. Henning Boysen to be Chairman of the Board. The Board
also decided that the Audit Committee be comprised of Mikael Larsson,
Henning Boysen, Stefan Charette and Alexander Izosimov. Mikael
Larsson was elected Chairman of the Audit Committee. In addition, the
Board decided that the Remuneration Committee be comprised of Mia
Brunell Livfors, Henning Boysen, Stefan Charette and Roel Louwhoff.
Mia Brunell Livfors was elected Chairman of the Remuneration
Committee.

For further information, please contact:

Johan Eriksson, President and CEO
Telephone +46 70 776 80 22

Pär Christiansen, CFO
Telephone +46 70 776 80 16

Stefan Pettersson, Head of Group Communications
Telephone +46 70 776 80 88

About Transcom

Transcom is a global customer experience specialist, providing
customer care, sales, technical support and credit management
services through our extensive network of contact centers and
work-at-home agents. We are 29,000 customer experience specialists at
62 contact centers across 26 countries, delivering services in 33
languages to over 400 international brands in various industry
verticals. Transcom WorldWide S.A. Class A and Class B shares are
listed on the NASDAQ OMX Stockholm Exchange under the symbols TWW SDB
A and TWW SDB B.

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http://news.cision.com/transcom-worldwide/r/transcom-s-2014-annual-gener...
http://mb.cision.com/Main/1108/9592975/250290.pdf

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