The Nomination committee

The election and remuneration of the Board of Directors and the auditor are to be prepared in a structured, clearly stated, shareholder‐governed process which provides conditions for well‐informed decision‐making.

The sole task of the Nomination Committee is to propose decisions to the shareholders’ meeting regarding electoral and remuneration issues and, where applicable, procedural issues for the next Nomination Committee. Regardless of how they are appointed, members of the Nomination Committee are to promote the common interests of all shareholders. Committee members are not to reveal the content and details of nominations discussions unduly. Each member of the Nomination Committee is to consider carefully whether there is a conflict of interest before accepting the assignment.

 

1. The Nomination Committee is to propose candidates for the post of chair and other members of the board, as well as fees and other remuneration to each member of the board. In its assessment of the board’s evaluation and in its proposals about the size and composition of the board that enables it to manage the company's affairs efficiently and with integrity. The Nomination Committee is to give particular consideration to the requirements regarding breadth and versatility on the board, as well as the requirement to strive for gender balance.

The Nomination Committee is also to present proposals on the election and remuneration of the statutory auditor.

 

2. The shareholders' meeting is to appoint members of the Nomination Committee or to specify how they are to be appointed. This decision is to include procedures for replacing members of the Nomination Committee who leave before its work is concluded.

 

3. The Nomination Committee is to have at least three members, one of whom is to be appointed committee chair. The majority of the members of the Nomination Committee are to be independent of the company and its executive management. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. At least one member of the Nomination Committee is to be independent of the company's largest shareholder in terms of votes or any group of shareholders that act in concert in the governance of the company.

 

4. Members of the Board of Directors may be members of the Nomination Committee but may not constitute a majority thereof. Neither the company chair nor any other member of the board may chair the Nomination Committee. If more than one member of the board is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the company.

 

5. The company is to announce the names of members of the Nomination Committee on its website no later than six months before the Annual General Meeting. If any committee member has been appointed by a particular owner, that owner's name is to be stated. If any member leaves the committee, this information is to be announced. If a new member is appointed to the Nomination Committee, the corresponding information about the new member is to be provided. The website is also to provide information on how shareholders may submit recommendations to the Nomination Committee.

 

6. The Nomination Committee's proposals are to be presented in the notice of a shareholders' meeting where the elections of board members or auditors are to be held as well as on the company's website. When the notice of the shareholders' meeting is issued, the nomination committee is to issue a statement on the company's website explaining its proposals regarding the Board of Directors with regard to the requirements concerning the composition of the board contained in Swedish Corporate Governance Code rule 4.1. The committee is to provide specific explanation of its proposals with respect to the requirement to strive for gender balance contained in Swedish Corporate Governance rule 4.1. If the outgoing chief executive officer is nominated for the post of chair, reasons for this proposal are also to be fully explained. The statement is also to include an account of how the nomination committee has conducted its work.

 

The following information on candidates nominated for election or re‐election to the board is to be posted on the company's website:

  • the candidate's year of birth, principal education and professional experience,
  • any work performed for the company and other significant professional commitments,
  • any holdings of shares and other financial instruments in the company owned by the candidate or the candidate's related natural or legal persons,
  • whether the nomination committee, in accordance with Code rules 4.4 and 4.5, deems the candidate to be independent of the company and its executive management, as well as of major shareholders in the company. Where circumstances exist that may call this independence into question, the nomination committee is to justify its position regarding candidates' independence,
  • in the case of re‐election, the year that the person was first elected to the board.

 

7. At a shareholders' meeting where the election of board members or auditors is to be held, the Nomination Committee is to present and explain its proposals with regard to the requirements concerning composition of the board contained in rule 4.1. The committee is to provide specific explanation of its proposals with respect to the requirement to strive for gender balance contained in Swedish Corporate Governance rule 4.1.

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