Support for unbundled board elections at Boliden AB

20 April 2018

Norges Bank Investment Management will vote in favour of board re-election, and all other resolutions put forth to shareholder approval at the Annual General Meeting of Boliden AB on 27 April 2018. This is in line with Boliden AB’s management recommendations.

Our rationale

For the first time, the Board of Directors of Boliden AB will undertake board elections as separate agenda items for each board seat. In our view, individual vote count provides for enhanced board accountability by allowing shareholders to express support for each board candidate. The practice recognises that institutional investors commonly vote by proxy based on the information made available prior to the general meeting.

We appreciate the board’s willingness to expose itself to this higher degree of accountability by applying more demanding corporate governance practices.

Position paper on individual vote count in board elections

Boliden AB resolutions

NUMBER PROPOSAL MANAGEMENT RECOMMENDATION VOTING INTENTION
Management proposals for Annual General Meeting 
1 Open Meeting NONE NONE
2 Elect Chairman of Meeting FOR FOR
3 Prepare and Approve List of Shareholders FOR FOR
4 Approve Agenda of Meeting FOR FOR
5 Designate Inspector(s) of Minutes of Meeting FOR FOR
6 Acknowledge Proper Convening of Meeting FOR FOR
7 Receive Financial Statements and Statutory Reports NONE NONE
8 Receive Report on Work of Board and its Committees NONE NONE
9 Receive President's Report NONE NONE
10 Receive Report on Audit Work During 2017 NONE NONE
11 Accept Financial Statements and Statutory Reports FOR FOR
12 Approve Allocation of Income and Dividends of SEK 8.25 Per Share FOR FOR
13 Approve Discharge of Board and President FOR FOR
14 Determine Number of Directors (7) and Deputy Directors (0) of Board; Set Number of Auditors at One FOR FOR
15 Approve Remuneration of Directors, Approve Remuneration for Committee Work FOR FOR
16a Reelect Marie Berglund as Director FOR FOR
16b Reelect Tom Erixon as Director FOR FOR
16c Reelect Michael G:son Low as Director FOR FOR
16d Reelect Elisabeth Nilsson as Director FOR FOR
16e Reelect Pia Rudengren as Director FOR FOR
16f Reelect Anders Ullberg as Director FOR FOR
16g Reelect Pekka Vauramo as Director FOR FOR
16h Reelect Anders Ullberg as Board Chairman FOR FOR
17 Approve Remuneration of Auditors FOR FOR
18 Ratify Deloitte as Auditors FOR FOR
19 Approve Remuneration Policy And Other Terms of Employment For Executive Management FOR FOR
20 Reelect Jan Andersson (Chairman), Lars Erik Forsgardh, Ola Peter Gjessing, Anders Oscarsson and Anders Ullberg as Members of Nominating Commtitee FOR FOR
21 Amend Articles Re: Equity Related; Approve Stock Split 2:1 in Connection with Redemption Program; Approve SEK 289.5 Million Reduction in Share Capital via Share Cancellation; Approve Bonus Issue FOR FOR
22 Allow Questions NONE NONE
23 Close Meeting NONE NONE
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Important legal notice

Norges Bank Investment Management’s approach to responsible investing includes disclosing our voting decisions, in some cases in advance of the relevant meeting. This is only intended to provide information and is not solicitation or encouragement as to how others should vote. This disclosure is not investment research, advice or recommendation. Norges Bank Investment Management’s voting intention is an internal decision and has not been agreed with any other shareholders. Norges Bank Investment Management is not subject to any prohibition on dealing after the publication of this disclosure. Norges Bank Investment Management’s holdings and holdings available for voting from time to time may differ from those set out in lists of holdings as of year-end.