The annual general meeting shall annually elect members to the nomination committee. Proposals for the election of members to the nomination committee shall be presented by the sitting nomination committee in accordance with these instructions. These instructions shall apply until the general meeting resolves to adopt a new or amended instruction.
Appointment of nomination committee
The nomination committee shall submit proposals to the Annual General Meeting regarding a nomination committee with at least three members, of which one of the members shall be the Chairman of the Board.
The majority of the nomination committee’s members shall be independent in relation to the Company and company’s management. The CEO or other person from the company management shall not be a member of the nomination committee. At least one of the nomination committee’s members shall be independent in relation to the company’s largest shareholder in terms of votes or group of shareholders who cooperate regarding the company’s administration.
When the nomination committee prepares its proposal for the election of members to the nomination committee, the nomination committee shall strive for an appropriate composition of the nomination committee based on the company’s ownership structure, business interests and long-term strategy.
The names of the nomination committee’s members shall be published in the press release from the annual general meeting and information thereof shall be provided on the company’s website no later than six months before the next annual general meeting.
Resignation from the nomination committee
If a member represents a shareholder who has substantially reduced its holding in the company, the nomination committee may resolve that the member shall resign from the nomination committee. If this occurs, or if a member for any other reason leaves the nomination committee, the nomination committee may, if it deems it appropriate, offer another person a position in the nomination committee for the period until the end of the next annual general meeting. If a member represents a shareholder and the connection to the shareholder has ceased, for example through termination of employment, the same shareholder shall have the right to appoint a new member to replace the previous member who no longer represents the shareholder.
The nomination committee’s work
Unless the annual general meeting resolves otherwise, the members of the nomination committee shall elect a chairman from among themselves. The Chairman of the Board shall not be the Chairman of the nomination committee. A resolution of the nomination committee shall be the opinion for which more than half of the members present vote or, in the event of a tie, the opinion supported by the Chairman of the nomination committee.
The nomination committee shall prepare and present proposals to the Annual General Meeting regarding the following matters:
(a) Chairman of the meeting.
(b) election of the board and Chairman of the Board,
(c) board fees with the division between the Chairman and other members of the Board as well as remuneration for committee work,
(d) auditors (if applicable),
(e) fees for the Company’s auditors,
(f) election of members of the nomination committee, and
(g) any changes to these nomination committee instructions.
The nomination committee shall otherwise perform the tasks that from time to time follow from the Swedish Corporate Governance Code. The members of the nomination committee shall not receive remuneration from the Company. Any costs arising in connection with the nomination committee’s work shall be paid by the Company provided that these have been approved by the Chairman of the Board.
