The main task of the Nomination Committee is to present candidates for the Board of Directors, Chairman of the Board and to decide their fees. The Nomination Committee also presents proposals to the Annual General Meeting concerning election of Chairman of the AGM, election of auditor and remuneration of the auditor. The Nomination Committee’s proposal is made public at the latest in connection to the notice to the Annual General Meeting. The Nomination Committee’s mandate extends to when the composition of the next nomination committee has been announced.
The Nomination Committee for the AGM 2020 consisted of representatives appointed by the two largest shareholders in terms of voting rights as well as the Chairman of the Board. These are:
- Per Arwidsson, appointed by Arwidsro, Chairman of the Nomination Committee
- Håkan Lagerberg, appointed by Mastan AB
- Anders Härfstrand, Chairman of the Board
Shareholders who wish to submit proposals to the Nomination Committee for the next Annual General Meeting are welcome to contact the Nomination Committee via e-mail: firstname.lastname@example.org.
At the Annual General Meeting of 2020 the following criteria for election of the Nomination Committee before the Annual General Meeting of 2021 and instructions for the Nomination Committee were established:
A nomination committee shall be appointed for the period until a new nomination committee has been appointed to prepare and submit proposals for the shareholders at the Annual General Meeting in 2021 concerning:
- chairman of the meeting,
- number of Directors,
- election of Board of Directors and Chairman of the Board of Directors,
- remuneration for Directors,
- election of auditor,
- auditor’s fee,
- principles for the establishment of the nomination committee for the subsequent Annual General Meeting, and
- other questions that may be placed on the nomination committee according to the Swedish Corporate Governance Code. The nomination committee’s proposal is to be presented in the notice of the Annual General Meeting and on the Company’s website.
The nomination committee shall consist of three members, who shall be appointed as follows:
The Chairman of the Board of Directors shall no later than six months prior to the Annual General Meeting of 2021 contact the two largest shareholders in terms of voting rights, who shall then appoint one representative each to, alongside the Chairman of the Board of Directors, comprise the nomination committee. If any of the two largest shareholders refrain from appointing a representative, the Chairman of the Board of Directors shall invite the third largest shareholder to appoint one representative. The analysis of the ownership shall be based on the list of registered shareholders, kept by Euroclear Sweden AB, as of 30 September, and any other circumstances known to the Chairman of the Board of Directors.
Directors of the Board of Directors may not constitute a majority of the nomination committee. Neither the Chief Executive Officer nor other members of the executive management are to be members of the nomination committee.
If a member resigns from the nomination committee before the nomination committee’s assignment is completed, the shareholder who appointed the departing member shall elect a replacement.
If, during the term of office of the nomination committee, one or more shareholders who appointed members of the nomination committee no longer belong to the two largest shareholders in terms of voting rights, members appointed by these shareholders must tender their resignation and shareholder or shareholders added among the two largest shareholders in terms of voting rights shall have the right to appoint members. Unless there are special reasons, no changes shall be made in the composition of the nomination committee if only marginal changes in the number of votes have taken place or if the change occurs later than three months before the Annual General Meeting.
Unless the members of the nomination committee agree otherwise, the member representing the largest shareholder in the vote shall be elected Chairman of the nomination committee. Neither the Chairman of the Board of Directors nor any other Director of the Board of Directors may chair the nomination committee.
Information about the composition of the nomination committee shall be made available on the Company’s website well ahead of time, but no later than six months before the Annual General Meeting, giving details of how shareholders may come into contact with and submit proposals to the nomination committee. Changes in the composition of the nomination committee are to be published as soon as they have taken place.
No remuneration is paid to members of the nomination committee. However, the nomination committee is entitled to charge the Company with reasonable costs for the execution of the assignment.