Dear shareholders, I would like to welcome all of you and all the participants to this general meeting of Kitron ASA. My name is Nils Kristian Einstabland. I am lawyer with Selmer, and has been requested by the Board of Directors of Kitron ASA to open this meeting. For the sake of good order, I would like to mention that this is change compared to the agenda that was published for the notice of this general meeting. Together with our Kitron's Chairman of the Board of Directors, Tuomo Lähdesmäki, and President and CEO, Peter Nilsson. This meeting will be held by the in accordance with previous practice and regulations on digital general meetings. We have recorded total registered attendees. 6 total votes represented of 113 million, 103 thousand 255 shares.
Total voting capital is 188,217,134 shares that equal 57.06% of the total voting capital. Then we turn to item 1, election of Chairman of the General Meeting. This is accordance with Norwegian Limited Liability Act, per Companies Act, that we have to vote for a person to chair the meeting. The Kitron board of directors have requested me to lead the meeting. This is also a change station of the notice for the general meeting. Then I think we can go for voting on that. Okay. Yes, that is approved without any reservation. Then I will chair in this meeting. Item 2 is approval of the notice and the agenda.
The notice of the general meeting with the agenda has been communicated to all shareholders with known addresses. It was published for April 2024, which is 24 days before the meeting to be held, which is according with the law. It's also been published at Oslo Stock Exchange and available at the company's website in both Norwegian and English. The general meeting is therefore convened in accordance with the rules applicable. I assume there are no objections to the notice or the agenda. We're just waiting for the vote on approval of the agenda and notice. Okay. That is approved with no objections. Item three is election of one person to co-sign the minutes. It had been proposed that Cathrin Nylander, CEO of Kitron ASA, is co-signing the minutes together with me.
This is also a change compared to the suggestion in the notice to the general meeting. I assume there will be no other proposals. I think then we go for voting on this topic. Cathrin is approved to co-sign the minutes together with me without reservations. Item 4 is approval of the annual financial statements and the Board of Directors report, discussions of the corporate governance review and the real sustainability report of Kitron ASA and the Kitron Group for 2023. The 2023 full year figures was published in connection with the presentation of the 4 quarter results back in February. There have been no changes in those figures, and the annual reports and other reports have been available since then at the company's website.
On this background, we have not planned any presentation of the 2023 annual reports, annual accounts or the other reports in this meeting. Unless there are any questions to these documents or the figures, I suggest we start, go for the vote, and I just for good reason, read the formal resolution. The board of directors proposal for the annual financial statements and the board of directors report for the financial year 2023, including the board of directors report on corporate governance pursuant to the Norwegian Accounting Act Section 3 + 3B are approved. They are approved without reservation. Item 4 is approval of dividend. The board of directors proposes to the general meeting to pay a dividend of NOK 0.75 per share for the financial year 2023. Dividend will be payable to shareholders registered in Norwegian Central Securities Depository
The board of directors of Kitron has prepared a proposal for updated guidelines for remuneration to senior executives in the company and the group companies in accordance with the Norwegian Public Limited Liability Companies Act Section 6-16a. The Norwegian Public Limited Liability Companies Act stimulates that guidelines shall be considered and approved by the general meeting in the event of any significant changes and at least every four years. The guidelines proposed by the board was distributed along with notice and have been made available at the company's website. On this background, we will not elaborate on the proposal. If there are no questions, we will go to the voting over this proposal. While waiting, I can read the formal proposed resolution. The board of directors proposal for guidelines for remuneration to senior executives is approved.
Its proposal has been approved with a clear majority. Item seven is remuneration to the board of directors. The proposal is for the remuneration is based on the proposal from the nomination committee, and the committee is represented in the general meeting by its member, Atle Hauge. He will present the summary of nomination committee proposal. The nomination committee proposal is in its entirety being represented at the company's website. He will just give a brief summary. Atle, please, the word is yours.
Yes. Thank you. Can you hear me well?
Yes.
Yes. Good. I've been asked to present first of all, the remuneration to the board of directors. The nomination committee consists of, or has consisted of three people throughout this year. We have had good and long discussions amongst ourselves. We've also discussed and met with board members, both the incumbent but also incoming, and also with large shareholders as well. Our aim is always to have the best possible board of directors possible for the company. That is in everybody's interest. We have also, of course, made our proposal in line with all rules and regulation. That goes without saying.
We also tried to keep the proposal close to what is a quality market practice in Norway. That would be an average or a median for the various roles within the board. That means that for this year, there's been some changes to various roles, which we have dissected in detail. The actual numbers under the cash and shares alternative as well as the cash alternative is shown in the notice to the AGM, I won't go through that in detail. I will say that we have increased in more or less with inflation.
We have considered that specifically, and that comes actually in the next, or coming up, is that some of the committee work, especially the audit committee, is now in a trend where it becomes more complicated. It requires more resource, it requires more competence. We have increased that to a level that makes sense, we think, as the requirements have increased. We have reduced the employee elected board members somewhat, and that is to align with market practice as well. On the remuneration committee, that's also more in line with market practice. It is based on a price or fee level per meeting, which is the only fee which is variable in that sense.
The difference between the cash and shares and the cash alternative has simply been the same ratio as last year. So it's just been changed with the overall change in remuneration. So with that, I hand the word back if there are any questions or comments.
Thank you, Atle Hauge. I will just for the sake of good order summary the Nomination Committee's proposal, and that is the following remuneration to the board members for the coming year from and including April 2024 and to and including April 2025. Chairman of the Board, NOK 650,000 for cash plus shares per year or NOK 488,000, the only cash alternative per year. The other shareholder-elected Board members NOK 330,000 for the cash and share alternatives or NOK 275,000 for the only cash alternative. Employee-elected Board members NOK 190,000 for the cash plus shares alternative or NOK 160,000 for the cash only alternative.
Chairman of the Audit Committee, NOK 120,000 per year. Other audit committee members, NOK 60,000 per year. Remuneration committee members, NOK 5,200 per meeting, subject to attendance. The procedure will be as we have received an alternative proposal for the remuneration to the board members, excluding the chairman, which from shareholder Henning Spjelkavik. I will read that proposal now. The proposal is that the nomination committee's proposal is approved with the amendment that all ordinary board members get the same remuneration. NOK 330,000 with the NOK and cash and share alternatives, or NOK 275,000 with the NOK cash only alternative.
There are some bullets for the reasoning which I take with, I just try to elaborate. The reasonings, as I understand it, is that both shareholders elected board members and those elected by and among the employees has equal responsibility and should have equal remuneration. Also, the Kitron has a long-lasting principle of equal remuneration for all ordinary board members, which eight of the 10 largest companies with employee elected members at Oslo Stock Exchange also do. It also argued that the report from the Norwegian Institute of Directors for 2023 only reports the average remuneration from employee elected board members among companies.
There is a difference in 2023 that was 39 companies on Oslo Stock Exchange, of which only 2 of the 10 largest companies by market cap. The average remuneration for all employee elected board members of all companies are not in the report. There was 1 closing remark. The closing remark from Mr. Spjelkavik is that all board members have the same responsibilities, are obliged to prepare well and spend the necessary time to perform their board duties, and should get the same remuneration. We now go for voting. We will first vote for the nomination committee's proposal. After that, we will vote over the alternative proposal. Now we're waiting for the votes for the nomination committee's proposal for remuneration to the board members, et cetera. Nomination committee's proposal was approved with 97.93% majority.
We start voting for the alternative proposal. It's a yes?
Yeah. There it comes, yes.
Okay. The voting for the alternative proposal is closed, and there were 31,854 votes in favor of the alternative proposal and 13,737,892 votes against. This alternative proposal has not passed. The Nomination Committee proposal applies. We go to remuneration. Item 8, remuneration to the Nomination Committee. Atle Hauge, I don't know if you want to comment on that as well, or whether we should run directly to...
I can just comment very, very quickly. The remuneration to the nomination committee has also been proposed to be reduced. That is based on the principle that we want to kind of move close to market practice, but unless there are specific and extraordinary reasons to deviate from that. In the sense of the nomination committee, the fee level, even though it's reduced, is still above market practice. Our experience has been that it is quite difficult to get fitting and competent people to, or to nomination committees. That applies not specifically to Kitron, but to pretty much any company listed on the stock exchange. We feel that the level is appropriate as suggested in the proposal.
Thank you. Just to summarize, the Nomination Committee proposal is that the chairman of Nomination Committee is remunerated with NOK 65,000 per year, and a member of the Nomination Committee with NOK 50,000 per year. I think we can start voting for that as well. Okay, that resolution proposal from the Nomination Committee was approved with a large majority. We move to item 9, remuneration to the auditor. The Board of Directors proposes that auditor PwC shall be remunerated according to the invoice for the audit for the financial statements accrued. Accrued fees for this is NOK 3,009,000, of which NOK 2.7 million roughly is related to auditing, and the difference to other services. This shall be the fee related to the audit shall be approved by the general meeting.
While we wait for completing the voting, I just read the formal resolution. Remuneration to the audit. The auditor for 2023 of NOK 2 million 774 thousand for statutory audit is approved. That is approved without any votes against. We go to item 7, the remuneration report for senior executive. The annual meeting shall consider the report on the remuneration and other compensation for senior executives for the year 2023, as prepared by the Board of Directors in accordance with laws on public companies. The general meeting shall deal with report in accordance with Section 5-6 of Norwegian Public Limited Liability Companies Act by way of an advisory note. We just go for voting on that topic as well.
The advisory proposal for advisory review was improved with a large majority. Item 11, authorization to the board of directors to issue shares. In accordance with past practice, the board of directors proposes that a general meet... With divided purposes in accordance with Norwegian Code of Practice for Corporate Governance. The first authorization is proposed to be used for general strengthening of equity, business opportunities, and remuneration and incentive schemes. The second authorization is proposed... A strategic authorization that can be used to carry out acquisitions within Kitron's strategy. Authorization will together have a limit of a maximum of 20% of the share capital so that the use of the authorizations in total cannot include a number of shares that exceed this limit. Authorizations have family names or the proposal.
We go with the voting for item 1 under this section, authorization to strengthen equity and incentive schemes. Yes. This proposal was approved with a large majority. We go to item 2, the strategic authorization. This proposal was also approved with a large majority. We move to item 12, authorization to the board to buy own shares. In accordance with the past practice, the board of directors proposes that the general meeting grants the board of directors with authorization to acquire. This proposal gives the board authorization to acquire shares in the company with a total nominal value corresponding to up to 10% of Kitron's registered share capital.
Shares acquired by Kitron can be used in later reduction of the registered share capital with the general meeting's approval, remuneration to members of the board of directors for incentive schemes, or as consideration in connection with acquisition of businesses. This proposal has also been presented in connection with the notice of general meeting and been available at the company's website. We move to voting for this proposal. Okay. This proposal was approved without any with a clear majority.
We move to item 13, election of board members. According with articles of association of the company, the nomination committee shall propose candidates for election as member of board of directors. Two board members have informed the committee that. Oh, sorry, Atle, maybe do you want to present your proposal as on behalf of the committee? Okay.
I can just do that briefly. Started with Espen Gundersen and Gro Brækken has informed the Nomination Committee that are not available for re-election. The Nomination Committee has, on that background, consider the composition of the board and decided to reduce the number of shareholder elected board members by 1. A new member, they're proposing Gyrid Skalleberg Ingerø. His and her CV have been published together with notice and also have been available at the company's website, so I will not look into that. In brief, the Nomination Committee considers her as a valuable addition to the board for replacing the 2 resigning members. The Nomination Committee proposes that the other current board members are re-elected for a period of 1 year to the annual general meeting in 2025.
Accordingly, the nomination committee proposes the following: chairperson, Maalfrid Brath, Petra Grandinson, Michael Lundgaard Thomsen and Gyrid Skalleberg Ingerø. That is the shareholders elected members, we have a number of employee elected board members, which is not being elected in this meeting. I suggest with that we go for voting for the new board proposal, nomination committee as one vote, we vote for the whole board of directors. Just waiting for closing that resolution. Yeah. That was approved with a large majority. We are moving to election of nomination committee members.
The nomination committee has proposed to that the two current members are being reelected, and that accordingly, Ole Petter Kjerkreit and Atle Hauge will be the members of the nomination committee until the annual general meeting in 2025. We also have a vote for the nomination proposal as a totality. Yes. That proposal was approved with a large majority. That was the last item on the agenda, and, you know, adjourning the general meeting here from AIS.