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 June 17, 2020 a nomination committee instruction was adopted to be effective until further notice.
The Nomination Committee is to be comprised of the Chairman of the Board and Board members appointed by the four shareholders with the greatest number of votes per the final banking day in August every year, based on share information from Euroclear Sweden AB and other reliable share information that has been provided by the company. Shareholders also refers to other groups of shareholders who have been categorised in the Euroclear Sweden system and other known shareholder ownership categories. Should any of the four largest shareholders waive their right to appoint members to the Nomination Committee, the shareholder who has the next largest shareholding is granted the right to appoint a member.
The Chairman of the Board shall convene the Nomination Committee to its first meeting. The member appointed by the largest shareholder in terms of votes is to be appointed Chairman of the Nomination Committee.
If one or more shareholders who have appointed members to the Nomination Committee significantly reduce their shareholding, the Nomination Committee shall, bearing in mind the time remaining to the Annual General Meeting and how far the Nomination Committee have progressed in its work, assess whether the member appointed by such a shareholder should step down from the Company and the shareholder who is next in line in terms of size of shareholding be given the right to appoint a member to the Nomination Committee. If this does not occur and it is more than two months until the Annual General Meeting, the shareholder who is next in line has the right to request to appoint a representative who will be co-opted on to the Nomination Committee.
If a member leaves the Nomination Committee before its work is completed, and the Nomination Committee deems it suitable to appoint a replacement, the replacement member shall be appointed by the same shareholder, or, if this shareholder no longer has sufficient shareholding to have the right to appoint a member to the Nomination Committee, the member shall be appointed by the shareholder who is next in line in terms of the size of shareholding.
The composition of the Nomination Committee shall normally be made public at least six months before the Annual General Meeting. No remuneration shall be issued to the members of the Nomination Committee. Changes to the composition of the Nomination Committee shall immediately be publicised. The company is liable for any potentially necessary expenses related to the work of the Nomination Committee. The Nomination Committee’s mandate period remains in effect until the public release of the revised composition of the Nomination Committee.
The Nomination Committee shall present proposals for the Chairman of AGMs, the members of the Board of Directors, the Chairman of the Board, auditors, Board fees specified by fees to the Chairman and fees to other Board members, as well as remuneration for Committee work and fees to the company’s auditors. The Nomination Committee shall additionally, if assessed to be necessary, present proposals for changes to this instruction.