Principles for the appointment of the members of the nomination committee
The company shall have a nomination committee consisting of three members, who shall represent the three largest shareholders in terms of voting rights. The largest shareholders in terms of voting rights will be contacted on the basis of the company’s list of registered shareholders by Euroclear Sweden AB as of the end of the third quarter of the fiscal year. The shareholder who is not registered in the list at Euroclear Sweden AB, and who wishes to exercise his or her right, shall notify the chairman of the board and be able to prove the ownership relationship.
The chairman of the board shall convene the nomination committee as soon as possible after the end of September. The chairman of the board shall otherwise only assist the nomination committee in the performance of its duties. The nomination committee appoints the chairman of the committee. The chairman of the board or any other member of the board shall not chair the nomination committee.
The majority of the members of the nomination committee shall be independent in relation to the company and company management. The CEO or any other person from company management may not be a member of the nomination committee. At least one of the members of the nomination committee shall be independent in relation to the largest shareholder in terms of voting rights or group of shareholders who cooperate on the company’s management. Board members may be members of the nomination committee but may not constitute a majority of the members of the nomination committee. If more than one member of the board of directors is a member of the nomination committee, no more than one of them may be dependent in relation to the company’s major shareholders.
The names of the three shareholder representatives and the names of the shareholders they represent shall be made public as soon as the nomination committee is appointed, which shall take place no later than six months before the Annual General Meeting. If any of the three largest shareholders in terms of voting rights waives their right to appoint a member to the nomination committee, the next shareholder in terms of size shall be given the opportunity to appoint a member. The term of office of the nomination committee extends until a new nomination committee has been appointed.
If, as a result of changes in ownership in the company, it is deemed appropriate, the nomination committee may offer additional shareholders a seat on the nomination committee, however, so that the total number of members shall not exceed five. If a member of the nomination committee should resign before its work is completed, if the nomination committee deems it necessary, the nomination committee shall invite the same shareholder or, if this no longer belongs to the major shareholders, the next shareholder in terms of size to appoint a replacement. Such change shall be announced on the company’s website.
Tasks of the nomination committee
The nomination committee’s task shall be to present proposals for resolutions regarding:
- Election of chairman of the meeting,
- Number of board members and any deputies to be elected by the meeting,
- Determination of fees and other remuneration to the board of directors and its committees divided between the chairman and the other members;
- Determination of fees to auditors,
- Election of the board of directors and chairman of the board
- Election of auditors, and
- Proposal for the principles that will apply to the composition and work of the nomination committee for the next Annual General Meeting.
When drafting the proposal regarding the election of board members and chairman of the board, the nomination committee shall apply item 4.1 of the Swedish Code of Corporate Governance (“Code”) as a diversity policy. The nomination committee shall otherwise comply with the provisions of the Code when drafting proposals for questions for the Annual General Meeting.
In connection with its assignment, the nomination committee shall otherwise perform the tasks that, according to the Code, are the responsibility of the nomination committee. The commitments set out above in relation to the Code shall apply provided that the company is obliged to apply the Code.
Working methods of the nomination committee
The nomination committee shall meet as often as necessary to fulfil its tasks, but at least once a year. Notice of meeting is issued by the chairman of the nomination committee. If a member requests that the nomination committee be convened for a meeting, the request shall be made.
The nomination committee has the right to make decisions if at least two members are present. The decision for which more than half of the members present vote for, or in the case of equal votes, the decision supported by the chairman of the nomination committee applies.
No remuneration shall be paid to the members for their work in the nomination committee. The company shall be responsible for reasonable costs deemed necessary by the nomination committee for the nomination committee to fulfil its obligations.
Shareholders wishing to submit their comments or submit proposals to the nomination committee may do so by e-mail to firstname.lastname@example.org. The nomination committee’s proposal will be presented in the notice to the Annual General Meeting and on the company’s website.