Under the Code, the Company shall have a Nomination Committee, the purpose of which is to make proposals in respect of the chairman at General Meetings, Board member candidates (including the Chairman), fees and other remuneration of each Board member as well as remuneration for committee work and election of and remuneration to the external auditor.
The Annual General Meeting on 28 March 2017 resolved to adopt the following Nomination Committee instruction, which shall apply until further notice:
- The Nomination Committee in respect of the Annual General Meeting shall be composed of the representatives of the four largest shareholders in terms of voting rights listed in the shareholders’ register maintained by Euroclear Sweden AB as of 31 August each year, and the Chairman of the Board of Directors, who will also convene the first meeting of the Nomination Committee.
- Should a shareholder abstain from its right to appoint a member or fail to appoint a member within the prescribed time, the right to appoint a member shall transfer to the subsequent largest shareholder by voting power that has not already appointed or has the right to appoint a member of the Nomination Committee.
- The member representing the largest shareholder in terms of voting rights shall be appointed Chairman of the Nomination Committee.
- If earlier than two months prior to the Annual General Meeting, one or more of the shareholders having appointed representatives to the Nomination Committee, are no longer among the four largest shareholders in terms of voting rights, representatives appointed by these shareholders shall resign and the shareholder or shareholders who then are among the four largest shareholders in terms of voting rights, may appoint their representatives.
- 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 is to 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 in the composition of the Nomination Committee shall be made public immediately.
- The composition of the Nomination Committee for the Annual General Meeting shall normally be announced no later than six months before that meeting. Remuneration shall not to be paid to the members of the Nomination Committee.
- The Company is to pay any necessary expenses that the Nomination Committee may incur in its work. The term of office for the Nomination Committee ends when the composition of the following Nomination Committee has been announced.
The Nomination Committee shall propose the following:
- Chairman at the General Meeting
- Board of Directors
- Chairman of the Board of Directors
- Remuneration to the Board of Directors divided between the Chairman and the other directors as well as remuneration for committee work
- Remuneration for the Company’s auditor
- Any changes in the proposal for Nomination Committee for the Annual General Meeting (if any).
This instruction shall apply until further notice.