The Nomination Committee shall consist of at least four members, one of whom shall be the chairman of the Board. At the end of August, the year before the Annual General Meeting, the chairman of the Board shall contact the three largest owner-registered shareholders in the Company and request them to appoint their representative to the Nomination Committee without delay.
If a shareholder refrains from exercising its right to appoint a member of the Nomination Committee, the right to appoint a member of the Nomination Committee will pass on to the next largest shareholder that has not appointed a member of the Nomination Committee, whereby no more than ten shareholders need to be asked. Thereafter, the Nomination Committee may be constituted with three members. The chairman of the Nomination Committee shall be the member that has been appointed by the largest shareholder unless the Nomination Committee decides otherwise. The chairman of the Board shall not be appointed chairman of the Nomination Committee.
The tasks of the Nomination Committee shall include evaluation of the composition and work of the Board, as well as submission of proposals to the Annual General Meeting regarding:
- election of the Board and chairman of the Board
- election of chairman for the upcoming Annual General Meeting
- election of auditor
- fees to the Board of Directors, any Board committees and the auditor
The mandate period of the Nomination Committee will run until a new Nomination Committee is constituted. In the event of a substantial change of ownership in the Company during the mandate period, the Nomination Committee shall invite the new major owner representation in the Nomination Committee. If a member appointed by a shareholder resigns during the mandate period, the shareholder shall have the right to appoint a new member within a time frame as decided by the Nomination Committee. No change in the composition of the Nomination Committee shall take place in the event that changes in the ownership structure occur later than two months prior to the Annual General Meeting.
The composition of the Nomination Committee shall be made public at least six months prior to the upcoming Annual General Meeting. The members of the Nomination Committee receive no remuneration from the Company but shall have the right to reimbursements from the Company for reasonable expenses.
This instruction for the Nomination Committee shall be valid until the Annual General Meeting decides otherwise.
For further information, please contact: Peter Nilsson, Chairman of the Board, +46 (0)431 850 00 or Ola Ranstam, General Counsel (Interim), +46 (0)701 49 78 10.