The Nomination Committee appointed for 2019 proposes that the Annual General Meeting authorizes the Chairman of the Board to contact the three largest shareholders in terms of voting power according to Euroclear Sweden AB’s transcription of the share register as of September 30, 2019. Each of them shall appoint a representative as a member of the Nomination Committee for the time until a new Nomination Committee has been elected by next year’s Annual General Meeting. In addition, the members of the Nomination Committee shall have the right to co-opt the Chairman of the Board to the Nomination Committee if this is found desirable.
In the event that any of the three largest shareholders does not wish to appoint a member of the Nomination Committee the fourth largest shareholders should be asked and so forth, until the Nomination Committee consists of three members (co-opted chairman not included). If several shareholders refrain from their right to appoint a member to the nomination committee, no more than the ten largest shareholders need to be asked.
The majority of the members of the nomination committee shall be independent in relation to the company and the company management. At least one of the members of the nomination committee shall be independent in relation to the largest shareholder in the company in terms of voting rights or group of shareholders who cooperate on the company’s management. The CEO or other person from the executive management shall not be a member of the Nomination Committee. Board members may form part of the Nomination Committee but shall not constitute a majority of its members. If more than one board member is included in the nomination committee, at most one of them may be dependent on the company’s major shareholders.
The Nomination Committee elects its chairman. The member representing the largest owner shall be appointed chairman unless the members of the nomination committee agree on another chairman. The Chairman of the Board or other Board member should not be the chairman of the Nomination Committee.
The composition of the Nomination Committee shall be announced on the Company’s website no later than six months prior to the AGM 2020. If a member leaves the Nomination Committee before its work is completed and if the Nomination Committee finds that there is a need for replacing this member, the Nomination Committee shall appoint a new member according to the principles described above, but based on Euroclear Sweden AB’s transcription of the share register as soon as possible after the member vacating his post. Any change in the composition of the Nomination Committee shall immediately be announced.
No fees shall be paid to the members for their work in the Nomination Committee. If necessary, the company shall be able to provide reasonable costs for the work of the nomination committee and for external consultants who are deemed necessary by the nomination committee to enable the nomination committee to fulfill its task.
The Nomination Committee shall present proposals for election of the Chairman and other members of the Board, as well as fees and other remuneration for Board assignments to each of the Board members. The Nomination Committee shall also present proposals for the election and remuneration of the auditor, the Chairman of the Annual General Meeting and principles for the composition and work of the Nomination Committee for the next Annual General Meeting.