The role of the Nomination Committee, among others, is to nominate board members for election at the Annual General Meeting (AGM). The Nomination Committee’s proposals are presented in the notice to the AGM and on the company’s website.
In accordance with the Annual General Meeting’s resolution, the Chairman of the Board is tasked with forming a Nomination Committee with three members by convening representatives for the largest shareholders of the company, based on the number of shares and votes known to be held as at the end of August 2022.
Following contacts with the company’s shareholders, the following members have been appointed:
- Jacob Wiström (Chairman), appointed by Verdane Capital XI Investments AB
- Suzanne Sandler, appointed by Procuritas Capital Partners V LP
- Arne Lööw, appointed by Fjärde AP-fonden
In addition, the Chairman of the Board is an adjunct member of the Nomination Committee.
The shareholders who have appointed the Nomination Committee members represent approximately 61.3 per cent of the votes and shares in the company as at the end of August 2022.
The Nomination Committee is a drafting body for the general meeting, regulated by the Swedish Corporate Governance Code. The Nomination Committee is responsible for preparing and presenting proposals for the chairman, the members of the board, the board compensation (divided between the chairman, board members and for committee work), the chairman of the AGM, the audit fees, the rules/instruction for the Nomination Committee and the election of auditors. The Nomination Committee’s proposals will be presented in the notice to the AGM and on the Company’s website.
Instruction for the Nomination Committee
At the annual general meeting 23 February 2021, the following instruction for the company’s Nomination Committee was adopted:
“The Nomination Committee shall have three members. The Chairman of the Board of Directors shall, no later than six months before the AGM, offer the three largest shareholders the possibility to appoint one representative each to be a member of the Nomination Committee. At the formation of the Nomination Committee, the shareholding in the Company, based on information from Euroclear Sweden AB on the last banking day of August and other reliable shareholder information which has been provided to the Company at such time, is to determine the largest shareholders in terms of votes. If any of these shareholders chooses to waive their right to appoint a representative, the right passes to the shareholder who, after these shareholders, has the largest shareholding. The Chairman of the Board shall in addition to be responsible to convene the nomination committee also be co-opted to the Nomination Committee, except when the Nomination Committee shall address to the matter of chairman of the board. Unless the members agree otherwise, the Nomination Committee will be chaired by the member who represents the largest shareholder in terms of votes. However, a member of the Board of Directors shall not be Chairman of the Nomination Committee. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. Neither the chief executive officer nor other members of the executive management are to be members of the Nomination Committee. At least one member of the Nomination Committee is to be independent of the Company’s largest shareholder in terms of votes or any group of shareholders who act in concert in the governance of the Company. Members of the Board of Directors shall not constitute a majority of the Nomination Committee. If more than one member of the Board of Directors is on the Nomination Committee, no more than one of these may be dependent of a major shareholder of the Company. Fees are not to be paid to the members of the Nomination Committee. As required, the Company shall be responsible for reasonable costs for external consultants that the Nomination Committee deems necessary to perform its work. As soon as the composition of the Nomination Committee is completed, the Nomination Committee shall inform the Company of this and provide necessary information regarding its members, including information regarding whether any member of the Nomination Committee was elected by a specific shareholder or shareholders, to the Company.
The composition of the Nomination Committee will be announced via a separate press release as soon as the Nomination Committee has been appointed, and no later than six months prior to the annual general meeting. The announcement shall also include information regarding whether any member of the Nomination Committee was elected by a specific shareholder or shareholders. Information will also be made available on the Company’s website, which shall also explain how shareholders can submit proposals to the Nomination Committee. The Nomination Committee is to be considered appointed and its mandate period started from the day of the press release. The mandate period ends when the next Nomination Committee has been duly appointed and its mandate period has started.
Members of the Nomination Committee must relinquish their places on the committee if the shareholder who originally appointed them is no longer one of the three largest shareholders, following which new shareholders, in order of the size of their holding, will be offered the opportunity to elect a member, however only ten shareholders need be approached in turn. However, unless there are exceptional circumstances, no changes will be made to the composition of the Nomination Committee if only minor changes to voting rights have taken place, or the change occurs later than three months prior to the annual general meeting. If a member of the Nomination Committee steps down voluntarily from the committee before their work is completed, the shareholder who elected that member must appoint a successor, provided that the shareholder is still one of the three largest owners in terms of votes that are represented in the Nomination Committee. If the composition of the Nomination Committee changes due to members leaving or joining the Nomination Committee, information regarding such an event shall be published on the Company’s website. The information regarding a new member shall be equal to the information given regarding the original members. The Nomination Committee is entitled, if it deems it appropriate, to co-opt members appointed by shareholders who became one of the three shareholders with the largest holdings in the Company after the Nomination Committee was formed, and who are not otherwise represented on the Nomination Committee. Such co-opted members do not participate in the decisions of the Nomination Committee.
The Nomination Committee is tasked with presenting proposals prior to the annual general meeting regarding the number of Board members, the Board of Directors, Chairman of the Board of Directors, Board remuneration, any remuneration for committee work, election of auditors and fees to the auditors, as well as a Chairman for the annual general meeting. When the notice of the annual general meeting is issued, the Nomination Committee is to issue a statement on the Company’s website explaining its proposals regarding the Board of Directors. The Nomination Committee must also present proposals to the annual general meeting regarding the process for establishing the following year’s Nomination Committee. The proposals of the Nomination Committee will be presented in the notice of the annual general meeting and on the Company’s website. The Nomination Committee shall furthermore complete the tasks required by the Nomination Committee in accordance with the Swedish Corporate Governance Code, as applicable from time to time.
The resolution on the Nomination Committee is applied until further notice.”