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Corporate Governance

Corporate governance

Nomination Committee

Under the Code, the Company shall have a Nomination Committee, the purpose of which is to make proposals in respect of the chairman at General Meetings, Board member candidates (including the Chairman), fees and other remuneration of each Board member as well as remuneration for committee work and election of and remuneration to the external auditor.

The Annual General Meeting on 19 May 2021 resolved to adopt the following Nomination Committee instruction, which shall apply until further notice:

 

The nomination committee in respect of the annual general meeting shall be composed of the representatives of the four largest shareholders in terms of voting rights listed in the shareholders’ register maintained by Euroclear Sweden AB as of 31 August each year.[1] The chairman of the board of directors shall be coopted to the nomination committee and shall also convene the first nomination committee meeting. The member representing the largest shareholder in terms of voting rights shall be appointed chairman of the nomination committee. The chairman of the nomination committee shall have the casting vote in case of equal number of votes. If earlier than two months prior to the annual general meeting one of the shareholders having appointed a member of the nomination committee no longer is among the four largest shareholders in terms of voting rights, the member appointed by this shareholder shall resign and the shareholder who then is among the four largest shareholders in terms of voting rights, may appoint its representative. Should a member resign from the nomination committee before its work is completed and the nomination committee considers it necessary to appoint a substitute member, such substitute member is to be appointed by the same shareholder or, if this shareholder is no longer one of the largest shareholders in terms of voting rights, by the largest shareholder in terms of voting rights next in turn.

The composition of the nomination committee shall be announced no later than six months before the annual general meeting. Changes in the composition of the nomination committee shall be announced immediately. Remuneration shall not to 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 shall in respect of the annual general meeting propose the following:

  • Chairman at the general meeting,

  • Board of directors,

  • Chairman of the board of directors,

  • Auditor,

  • Remuneration to the board of directors divided between the chairman and the other directors as well as remuneration for committee work,

  • Remuneration to the company’s auditor; and

  • Any changes to the instructions for the nomination committee.


[1] The shareholding statistics used shall be sorted by voting power (grouped by owners) and cover the 25 largest in Sweden direct registered shareholders in terms of voting rights, i.e. shareholders having registered an account with Euroclear Sweden AB in their own name or shareholders holding a custody account with a nominee that have reported the identity of the shareholder to Euroclear Sweden AB.