The Nomination Committee’s main task is to submit proposals to the Chairman and other members of the Board and, when applicable, proposals to the general meeting regarding the election of an auditor. When proposing elections to the Board, the Nomination Committee must determine whether the proposed members are to be considered independent in relation to the Company, the company’s management and the Company’s major shareholders. Furthermore, the Nomination Committee must submit proposals for the chairman at the general meeting and submit proposals for fees and other remuneration to the Chairman of the Board, other Board members and the auditor.
The Annual General Meeting on June 30, 2023 resolved to adopt an procedure for the appointment of a Nomination Committee and instructions regarding its work to apply until a decision to change is made by the general meeting. According to these, the Nomination Committee shall consist of four members representing the three largest shareholders by number of votes as of the last weekday in October, as well as the Chairman of the board. The “largest shareholders” refers to the largest registered or otherwise known shareholders.
The Chairman of the board must contact the largest shareholders as soon as possible after the information about the three largest shareholders as of the last weekday in October becomes known to find out if they wish to appoint members to the Nomination Committee. If any of the shareholders chooses to waive their right to appoint a member, the Chairman of the Board must offer the next shareholder with the largest number of votes to appoint a member. What has just been said also applies in cases where the appointed member resigns or resigns before the assignment has been completed and without the shareholder who appointed the member appointing a new representative in accordance with what is stated below. The procedure shall continue until the Nomination committee consists of four members.
A shareholder who has appointed a member of the Nomination Committee has the right to dismiss the member and appoint a new member. If such a change takes place, the shareholder must report this without delay to the chairman of the Nomination Committee (or, if it is the chairman of the Nomination Committee who is to be replaced, to the Chairman of the Board). The notification must contain the name of the dismissed member and the person who will replace him as a member of the Nomination committee.
Before accepting the assignment, the Nomination Committee member must carefully consider whether there is a conflict of interest or other circumstances that make it unsuitable to participate in the Nomination Committee. At its first meeting, the Nomination Committee must appoint a chairman within its own ranks. The Chairman of the Board may not be chairman of the Nomination committee. The members of the Nomination Committee must remain until a new Nomination Committee is appointed.
Fees for the members of the Nomination committee shall not be paid. The members of the Nomination Committee are, however, entitled to compensation from the Company for proven reasonable costs for performing their duties.