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% 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 percent 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.
The vision of the Board of Directors and company management is to
develop Ballingslöv 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 is 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 2009 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.
2010 Annual General Meeting
The 2010 AGM was held on 21 April 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 2009. 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 and Martin Svalstedt were re-elected members of the board. Owe Wedebrand and Gunnar Blomdahl were elected as new members of the board.
At a statutory Board meeting in conjunction with the AGM, Martin Svalstedt was re-elected as Chairman of the Board of Ballingslöv International AB.
The Board’s activities
The Board of Directors of Ballingslöv International AB consists of seven permanent members elected by the AGM on 21 April 2010, 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 2009 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 2009 the Board devoted much attention to greater Group coordination and the launch of a new business area.
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, DFI-GEISLER A/S and 3BO A/S.
The Group Management Council is an information and decision-making
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 and CFO 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