Nomination committee
Companies applying the Swedish Corporate Governance Code (the “Code”) shall have a nomination committee. According to the Code, the general meeting shall appoint the members of the nomination committee or resolve on procedures for appointing the members.
The nomination committee shall, pursuant to the Code, consist of at least three members of which a majority shall be independent in relation to the company and the group management. In addition, at least one member of the nomination committee shall be independent in relation to the largest shareholder in terms of voting rights or group of shareholders who cooperates in terms of the company’s management.
At the annual general meeting held on 8 May 2024 it was resolved that, until further notice, the following principles shall govern the composition of the nomination committee:
The Company shall have a Nomination Committee consisting of one representative each from the three largest shareholders in terms of votes. The Nomination Committee shall be constituted based on the share register maintained by Euroclear Sweden as of 30 September every year and other reliable shareholder information that has been provided to the Company by that date.
The chairman of the Board of Directors is to be convenor of the first meeting of the Nomination Committee and coopted at the Nomination Committee’s meetings. The member representing the largest shareholder shall be appointed chairman of the Nomination Committee, unless the Nomination Committee unanimously appoints someone else. If earlier than three months prior to the Annual General Meeting, one or more of the shareholders having appointed representatives to the Nomination Committee are no longer among the three largest shareholders, the representatives appointed by these shareholders shall resign and the shareholders who are then among the three largest shareholders may appoint their representatives.
Should a member resign from the Nomination Committee before its work is completed and the Nomination Committee considers it necessary to replace him or her, such substitute member is to represent the same shareholder, or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Shareholders who have appointed a representative to be a member of the Nomination Committee shall have the right to dismiss such a member and appoint a new representative of the Nomination Committee. Changes to the composition of the Nomination Committee must be announced immediately.
The composition of the nomination committee for the annual general meeting shall normally be announced no later than six months before that meeting. Remuneration shall not be paid to the members of the nomination committee. The company is to pay any necessary expenses that the nomination committee may incur in its work. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.
The nomination committee for the annual general meeting in 2024 consisted of:
- Peter Lindell, represents Acervo
- Magnus Wärn, appointed by a shareholder group consisting of Calyptra AB, Sundling Wärn Capital AB, AB Sergius, AB Sergius Capital and Ramhill AB
- Johan Martinsson, represents JCE Management AB