Under the Code, the Company shall have a nomination committee, whose purpose is to make proposals in respect of Chairman at the AGM and other shareholders’ meetings, Board member candidates, including Chairman, remuneration to each Board member as well as remuneration for committee work, election of and fees to the external auditor and a proposal for nomination committee instruction for the following AGM, to be effective until further notice.
At the AGM held on April 28 2017, a nomination committee instruction was adopted to be effective until further notice. The instruction means that the nomination committee in respect of the AGM shall comprise members appointed by the four largest shareholders in terms of voting rights as listed in the shareholders’ register maintained by Euroclear Sweden AB as per 31 August each year, and the Chairman of the Board of Directors, who will also convene the first meeting.
The member appointed by the largest shareholder in terms of voting rights shall be appointed chairman of the nomination committee. If, earlier than two months prior to the AGM, one or more of the shareholders who have appointed members to the nomination committee are no longer among the four largest shareholders in terms of voting rights, members appointed by these shareholders shall resign and the shareholder or shareholders who are then among the four largest shareholders in terms of voting rights, may appoint their members. Should a member resign from the nomination committee before its work is completed and the nomination committee considers it necessary to replace him or her, such substitute member shall represent the same shareholder or, if the shareholder is no longer one of the largest shareholders in terms of voting rights, the largest shareholder in turn. Changes to the composition of the nomination committee shall be made public immediately.
The composition of the nomination committee for the AGM shall normally be announced no later than six months before that meeting. Remuneration shall not be paid to the members of the nomination committee. The Company shall pay any necessary expenses that the nomination committee may incur in its work. The term of office of the nomination committee ends when the composition of the next following nomination committee has been announced. The nomination committee shall propose the following: chairman at the AGM or other shareholders’ meetings, Board of Directors, Chairman of the Board of Directors, auditor, remuneration to the Board of Directors divided between the chairman and the other directors as well as remuneration for committee work, fees to the Company’s auditor and any changes to the proposal for nomination committee for the AGM.