Ballingslöv, which dates back to 1929, was acquired by EQT
from the Electrolux Group in 1998, after which the share was
launched on the Stockholm Stock Exchange’s O-list on 19 June
2002. In May 2008 Stena Adactum AB made a cash offer to the
other shareholders after having reached approx. 38 per cent of
shares and voting rights in Ballingslöv International AB. The offer
was submitted in accordance with the provisions on submitting a
mandatory bid.
After the end of the tender period on 2 July 2008, Stena Adactum
owned about 80 per cent of the shares and voting rights in Ballingslöv International AB. As this meant that Ballingslöv International no longer satisfied the Stock Exchange's dispersal requirements, Ballingslöv International was de-listed from OMX Nordic Exchange Stockholm AB on 12 December 2008, and trading in the share continued instead on the Alternativa Sweden trading platform as from January 2009.
On 22 December 2010 Stena Adactum announced that it
has increased its holding in Ballingslöv International AB to 96.2
per cent. Stena Adactum submitted a request to the Board of
Ballingslöv International to redeem the remaining chares in accordance with the rules of the Swedish Companies Act. At the same time Stena Adactum announced that a confidential offer had been sent by letter to all shareholders. The confidential offer was valid up to and including Monday, 14 March 2011. On 22 December 2010 Ballingslöv International AB applied to be de-listed from the Alternativa Sweden trading platform.
The vision of the Board of Directors and company management
is to develop Ballingslöv International to become one of the leading
kitchen manufacturers in Europe. The vision, strategy and objectives
are reviewed by the Board every year. Management, supervision and
control of Ballingslöv International are divided between the shareholders at the AGM, the Board and the CEO in accordance with the Swedish Companies Act and the articles of association.
On 31 December 2010 the share capital in Ballingslöv International
AB totalled SEK 21 451 516, divided between 32 177 274 shares of one share class. The share’s quota value is SEK 0.67.
All shares provide entitlement to an equal share of the company’s
assets and profit.
2011 Annual General Meeting
The 2011 AGM was held on 11 May at the World Trade Center, Jungmansgatan 12 in Malmö. Martin Svalstedt, the Chairman of the Board, was elected to chair the meeting. The AGM adopted the Board’s proposed disposal of profits and the annual accounts for 2010. The AGM approved the Board of Directors’ and the CEO’s discharge from liability. Lars-Åke Helgesson, Ann-Christin Edling-Jönsson, Nils-Erik Danielsson, Kjell Åkesson, Owe Wedebrand, Gunnar Blomdahl and Martin Svalstedt were re-elected members of the board. The AGM re-elected Martin Svalstedt as Chairman of the Board of Ballingslöv International AB. At the AGM on 11 May 2011 a decision was made to change the articles of association regarding notification of Annual General Meeting.
The Board's acitivities
The Board of Directors of Ballingslöv International AB consists of seven permanent members elected by the AGM on 11 May 2011, as well as
two members with two deputies elected by the employees. Other salaried employees from the company take part in the Board’s meetings when making presentations and in the role of secretary. In the financial year 2011 the Board held seven meetings at which minutes were kept.
The Board’s work follows a presentation schedule with fixed items for
the Board meetings such as the business situation, investments, budgets, interim accounts and year-end accounts. The Chairman leads and delegates the Board’s work, and makes sure that important issues are dealt with in addition to the fixed items on the agenda. The Board’s work is regulated by a set of rules of procedure that the Board confirms every year with regard to the allocation of work between the Board and the CEO. In addition to the usual reviews of strategy, objectives, investments, year-end reporting, etc., during 2010 the Board devoted much attention to revising the strategy and the business plan.
Group management
The Chief Executive Officer (CEO) must monitor compliance with
the objectives, policies and strategic plans that the Board has
adopted for the Group. The CEO shall be Chairman of the Board
in all major subsidiaries. The Boards of the subsidiaries may not
take any action outside the framework of the authority that applies
for the CEO.
The Group’s operational activities are led by the Chief Executive
Officer (CEO). The Group Management Council also includes
the Group's CFO (Chief Financial Officer), the Group's CSO
(Chief Sourcing Officer) and the heads of the Group companies
Ballingslöv AB, Kvik A/S, JKE Design A/S and 3BO A/S.
The Group Management Council is an information and decisionmaking forum for matters relating to the Group as a whole. At Group management’s meetings there is analysis of the Group’s financial and commercial progress, and discussion and decisions relating to general and long-term matters, including matters regarding
co-ordination. Issues of a nature that involve the Group as a whole
and must be decided upon by the Board are prepared by the Group
Management Council. The Group Management Council holds
Group Management Council meetings at which minutes are kept.
The Group Management Council is responsible for matters such as:
> Long-term financial objectives
> The Group’s strategic direction
> Group coordination issues
> Group policies
> Matters relating to acquisitions
> Financial follow-up, reporting, controlling
> Matters relating to finance, currency and taxation
> Matters relating to insurance, audits and banking
> Capital market issues, IR issues
In addition to Group Management Council meetings, a number of
“General Management Meetings” (GMM) are held during the year.
All heads of subsidiaries take part in these meetings. The purpose
is to guarantee the communication of information between Group
management and other units in the Group.
At company level a number of “Business Reviews” are held
each year at which the CEO, CFO and CSO meet the various
MDs and management groups in order to initiate and follow up on
Group activities, with a specific focus on the individual companies'
operations.
There is an internal reporting and control system in the Group
based on an annual financial plan and monthly reports.
The Group Management Council has continuous communication
and meetings in connection with financial reporting with
management in each subsidiary, and every month sends financial
information including analysis and comments on operations to the
Board based on an agreed format. This reporting is supplemented
by a detailed review at each Board meeting.
In addition to this, there are joint Group instructions such as
the finance policy, attestation routines and guidelines on financial
reporting.
Swedish