Composition of the Nomination Committee
The Nomination Committee shall consist of representatives of the four (4) largest shareholders in terms of voting rights as of September 30 of each year and the chairman of the Board of Directors of the Company. In the event that any of the four (4) largest shareholders waives its right to appoint a representative, the fifth largest shareholder shall be offered to appoint a representative and so on until the Nomination Committee consists of four members.
A member of the Nomination Committee shall vacate his or her seat if the shareholder who appointed that member is no longer one of the four largest shareholders, after which the new shareholder in order of size shall be offered the opportunity to appoint a member. However, unless there are special reasons, no changes shall be made to the composition of the Nomination Committee if only minor changes in the number of votes have taken place or the change occurs later than three months before the annual general meeting. Changes in the composition of the Nomination Committee shall be announced through a separate press release as soon as possible.
The chairman of the Company is responsible for contacting the major shareholders and managing the formation of the Nomination Committee in accordance with the procedure described below. The chairman of the Company is also responsible for convening the Nomination Committee, once all members have been appointed, for its first meeting. The Nomination Committee shall appoint the chairman of the Nomination Committee. The members of the Nomination Committee and the shareholders they represent shall be published on the Company’s website as soon as possible and no later than six (6) months before the annual general meeting.
The major shareholders, who are entitled to appoint a representative to the Nomination Committee, shall receive a written request from the chairman of the Board of Directors of the Company inviting them to appoint a representative to the Nomination Committee, and they shall respond as to whether or not they wish to appoint a representative to the Nomination Committee no later than seven days from the date on which the request was sent to the shareholder. The response of the major shareholders shall be: (i) unconditional (i.e. the approval of the appointment shall not be subject to the fulfillment of certain conditions, events or similar); (ii) final and binding; and (iii) irrevocable (i.e. a shareholder who decides not to appoint a representative may not change such decision later, even if the change is made prior to the announcement to the market of the members of the Nomination Committee).
If the response is not provided within the deadline set out above, the shareholder shall be deemed to have unconditionally and irrevocably decided not to appoint a representative to the Nomination Committee, and a response containing a condition shall also be treated as a decision not to appoint a representative. In the event that a) a shareholder responds that it does not wish to appoint a representative; b) provides a conditional response; or c) responds after the expiry of the specified deadline, such shareholder has unconditionally and irrevocably waived its right to appoint a representative to the Nomination Committee. The chairman of the Board of Directors shall then contact the fifth largest shareholder, etc. using the same method to appoint a representative as above.
Requests and responses in accordance with the above shall be made in writing (e-mail shall be deemed to be in writing), filed and the Board of Directors of the Company shall receive a copy of the documents through the chairman of the Board. If an application is sent by ordinary mail, the registered address for shareholders in the register administered by Euroclear Sweden AB will be used.
The Nomination Committee’s term of office runs until a new Nomination Committee is appointed. The Company is responsible for costs in connection with the work of the Nomination Committee. The members of the Nomination Committee are not entitled to any remuneration from the Company.
If a member of the Nomination Committee voluntarily resigns before the end of his or her term of office, the shareholder who appointed the resigning member shall appoint a successor, provided that the shareholder remains one of the four largest shareholders represented on the Nomination Committee in terms of voting rights. This shall be done in accordance with the notice, response and deadline procedures set forth above, including without limitation, reasonable time limits, irrevocable and unconditional responses, and such other reasonable procedures as the chairman of the Nomination Committee may determine. Notice shall be given and documents shall be kept as above. Changes in the composition of the Nomination Committee shall be published as soon as they occur.
Tasks of the Nomination Committee
The Nomination Committee shall perform its duties in accordance with these instructions and applicable rules. The assignment includes that the Nomination Committee shall prepare proposals on the following issues for each annual general meeting.
a. Proposal for chairman of the meeting
b. Proposal for the number of Board members, auditors and, where applicable, deputy auditors
c. Proposal for the Board of Directors
d. Proposal for the chairman of the Board
e. Proposed fees for the members of the Board of Directors and the chairman
f. Proposal for remuneration for committee work
g. Förslag till revisorer/ Proposal for auditors
h. Proposal for the remuneration of the Company’s auditors
i. Proposal for principles for the composition of the Nomination Committee and instructions to the Nomination Committee
In the case of a general meeting other than an annual general meeting, the Nomination Committee’s proposals shall cover the election or elections to be held at the meeting.
In addition to what is stated above, the Swedish Corporate Governance Code shall apply to the Nomination Committee and its work.