Principles for the nomination committee
The company’s corporate governance work is largely inspired by the Swedish Code of Corporate Governance. The Nomination Committee therefore proposes that the General Meeting resolves to establish a Nomination Committee in accordance with the following principles. The Chairman of the Board shall convene annually, no later than 15 October, the three largest shareholders or owners representing the three largest ownership groups in the Company, who shall then be entitled to appoint one member each to the Nomination Committee. If one of the three largest shareholders or groups of shareholders waives its right to appoint a member to the Nomination Committee, the next largest shareholder or group of shareholders shall be given the opportunity to appoint a member to the Nomination Committee until the tenth largest shareholder/group of shareholders and all shareholders/groups of shareholders representing more than 5% of the Company’s shares have been consulted. If fewer than three members could be recruited through this procedure, the Nomination Committee may consist of at least two persons. In addition, the Chairman of the Board shall be appointed to the Nomination Committee. The Chief Executive Officer or any other member of senior management shall not be a member of the Nomination Committee. The Chairman of the Board shall convene the first meeting of the Nomination Committee. A shareholder representative shall be appointed as chairman of the nomination committee. The term of office of the Nomination Committee shall be until a new Nomination Committee has been appointed. The composition of the Nomination Committee shall be made public no later than six months before each Annual General Meeting. As regards board evaluations, they shall be chaired by the chairman of the nomination committee. The Chairman of the Board shall not participate, as he is part of the evaluation. The Nomination Committee shall be constituted annually on the basis of the known shareholding in the Company as at 31 August. If there are significant changes in the ownership structure after the Nomination Committee has been constituted, the composition of the Nomination Committee may also be changed in accordance with the above principles, or the Chairman of the Nomination Committee may propose additions to the Nomination Committee. Changes in the Nomination Committee shall be announced immediately. The Nomination Committee shall prepare and submit to the AGM proposals for the election of the Chairman of the Board and other members of the Board of Directors of the Company, the remuneration of the Board divided between the Chairman and other members and any remuneration for committee work, the election and remuneration of the auditor, a decision on the principles for the appointment of the Nomination Committee and a proposal for the Chairman of the AGM. No fees shall be paid to members of the Nomination Committee. The Nomination Committee shall be entitled, subject to the approval of the Chairman of the Board of Directors, to charge the Company with costs such as recruitment consultants and travel expenses or other costs required for the Nomination Committee to fulfil its mandate. The above principles for the mandate of the Nomination Committee and the appointment and functioning of the Nomination Committee are proposed to apply annually until the General Meeting decides to change them.