Principles for the nomination committee
The Chairman of the Board shall, no later than October 15 each year, convene the three largest shareholders in terms of voting rights or owners representing the three largest groups of owners of the Company, each of whom has the right to appoint one member of the Nomination Committee. If any of the three largest shareholders or groups of owners waive their right to appoint a member of the Nomination Committee, the opportunity to appoint a member of the Nomination Committee shall pass to the next-largest shareholder or group of owners until the tenth-largest owner/group of owners and all owners/groups of owners representing more than 5 percent of the Company’s shares have been consulted. If this procedure results in the recruitment of fewer than three members, the Nomination Committee may consist of a minimum of two persons. In addition, the Chairman of the Board shall be appointed to the Nomination Committee.
Neither the CEO nor any other representative of the executive management shall be a member of the Nomination Committee. The Chairman of the Board shall convene the initial meeting of the Nomination Committee. A representative of the shareholders shall be elected as Chairman of the Nomination Committee. The term of office for the Nomination Committee runs until a new Nomination Committee has been appointed. The composition of the Nomination Committee must be announced no later than six months before each Annual General Meeting.
The Nomination Committee shall be constituted annually based on the known ownership of the Company as of August 31. If major changes occur in the shareholding of the Company after the establishment of the Nomination Committee, the composition of the Nomination Committee may be changed, either in accordance with the above principles or by co-opting additional members according to the Chairman of the Nomination Committee’s proposal. Such changes shall be announced immediately.
The Nomination Committee shall prepare and at the Annual General Meeting present proposals regarding the election of the Chairman of the Board and other members of the Board of Directors, board fee divided between the Chairman and other members and, where appropriate, remuneration for work in committees, election of and fees to the auditors, the principles for the composition of the Nomination Committee, and the election of the Chairman of the Annual General Meeting.
Members of the Nomination Committee shall not receive a fee. The Nomination Committee shall, upon the Chairman of the Board’s approval, have the right to burden the company with costs, for example costs related to recruitment consultants, travel costs, or other costs necessary for the Nomination Committee to fulfil its duties.
The above principles for the Nomination Committee’s mandate, appointment and work are proposed to apply annually until the Annual General Meeting decides to modify them.
The above principles were adopted by the Annual General Meeting of 2019.