Pursuant to the Code, the Company shall have a Nomination Committee, for the purpose of making proposals to the annual general meeting in respect of the chairman at general meetings, Board of Directors, Chairman of the Board of Directors, auditor, remuneration of each Board member (divided between the Chairman of the Board and other Board members, and remuneration for committee work), remuneration to the auditor, and, to the extent deemed necessary, proposal for amendments to the instruction for the Nomination Committee.
At an annual general meeting held on May 11, 2016, it was resolved that the following instructions apply to the Nomination Committee until new instructions are decided.
Before the next AGM the Nomination Committee will be composed of representatives of the four shareholders holding the highest percentage of voting rights as shown in the share register kept by Euroclear Sweden on 31 August each year, together with the Chair of the Board, who will also convene the first meeting of the Nomination Committee. The member representing the shareholder holding the highest percentage of voting rights will be appointed chair of the Nomination Committee. If, more than three months before the AGM, any shareholder that has appointed a member of the Nomination Committee is no longer one of the four shareholders holding the highest percentage of voting rights, the member appointed by that shareholders must stand down, and any shareholder that has then become one of the four shareholders holding the highest percentage of voting rights will then be entitled to appoint a member. If a member leaves the Nomination Committee before its work is completed, and the Nomination Committee finds it desirable that a replacement be appointed, that replacement will represent the same shareholder or, if the shareholder is no longer one of the four shareholders holding the highest percentage of voting rights, the shareholder holding the next highest percentage of voting rights. Changes in membership of the Nomination Committee must be made public immediately.
The identity of Nomination Committee members before each AGM must be made public no later than six months before the AGM. No remuneration is payable to members of the Nomination Committee. The Company will pay necessary overheads incurred by the Nomination Committee in its work. The Nomination Committee’s term of office runs until the identity of the next Nomination Committee members has been made public.
The Nomination Committee will draw up proposals on the following matters to be decided at the AGM.
a) Proposed chair of the AGM.
b) Proposed number of directors.
c) Proposed directors and Chair of the Board.
d) Proposed fees for directors elected at the AGM who are not employed by the Company, divided between the Chair and other directors. Remuneration for committee work, per member.
e) Proposed auditor(s) and auditor’s fee.
f) Where considered necessary, proposed amendments to these instructions for the Nomination Committee.
In performing other aspects of its work the Nomination Committee must perform the duties incumbent on it under the Swedish Code of Corporate Governance (including accompanying instructions).