Provisions on the establishment of a nomination committee are set out in the Code. According to the Code, all companies whose shares are listed on a regulated market in Sweden must have a nomination committee whose task is to prepare the general meeting's resolutions regarding election and remuneration issues and, where appropriate, procedural issues for the next nomination committee. The main task of Nomination Committee is to present proposals for the chairman of general meetings, candidates for Board members (including Chairman of the Board), fees and other remuneration of Board members and remuneration for committee work, and the election and remuneration of external auditors. When proposing candidates for election to the Board of Directors, the Nomination Committee shall determine whether the proposed members are to be considered independent in relation to the Company, its management and the Company's major shareholders. The Nomination Committee's proposals are presented in the notice of the annual general meeting and on the Company's website.
At the Extraordinary General Meeting held on 13 October 2021, it was resolved that principles for the appointment of the Nomination Committee and instructions for its work would apply until such time as a general meeting resolves to change them.
According to these principles, the Company shall have a Nomination Committee consisting of one representative of each of the five largest shareholders in terms of voting rights, together with the Chairman of the Board. The Chairman of the Board is the convenor of the Nomination Committee.
The Nomination Committee shall be constituted on the basis of shareholder statistics from Euroclear Sweden as of the last business day in August of the year prior to the annual general meeting and other reliable shareholder information provided to the Company at that time. If the first day of trading in the Company's Class B and Class D shares on Nasdaq Stockholm falls after the last business day in August, the Chairman of the Board shall, prior to the annual general meeting following the listing, contact the five largest shareholders of the Company in terms of voting rights as of the last business day of the calendar month in which the Company's Class B and Class D shares were admitted to trading on Nasdaq Stockholm.
For the purposes of determining who constitutes the largest shareholders in terms of voting rights, a group of shareholders shall be deemed to constitute one owner if they (i) have been grouped together in the Euroclear Sweden register or (ii) have made public and notified the Company that they have entered into a written agreement to take a long-term approach to the management of the Company by exercising their votes in a coordinated manner.
If any shareholder chooses to waive his or her right to appoint a member to the Nomination Committee, the right shall pass to the next largest shareholder in terms of voting rights. If a Nomination Committee of five owner-appointed members cannot be convened after contacting the ten largest shareholders of the Company in terms of voting rights, the Nomination Committee may consist of three owner-appointed members.
The Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member representing the largest shareholder in terms of voting rights. However, the Chairman of the Board or other member of the Board shall not serve as the Chairman of the Nomination Committee. Members of the Board of Directors may be members of the Nomination Committee, but shall not constitute a majority of the members of the Nomination Committee. The majority of the members of the Nomination Committee shall be independent of the Company and its management. The Chief Executive Officer and any other member of senior management shall not be a member of the Nomination Committee. At least one of the members of the Nomination Committee shall be independent of the largest shareholder or group of shareholders in the Company in terms of voting rights who work together in the management of the Company.
Information on the composition of the Nomination Committee shall be published on the Company's website no later than six months before the annual general meeting. Prior to the annual general meeting following the listing of the Company's shares on Nasdaq Stockholm, the composition of the Nomination Committee shall be announced as soon as the Nomination Committee has been constituted. If a member is appointed by a particular owner, the name of the owner shall be stated. The website shall also provide information on how shareholders can submit proposals to the nomination committee. The term of office of the Nomination Committee is until a new Nomination Committee is appointed.
Shareholders who have appointed a member of the Nomination Committee shall have the right to replace such member with another as a member of the Nomination Committee, and if a member resigns from the Nomination Committee prematurely, the shareholder who appointed the member shall have the right to appoint a replacement. If the shareholder does not exercise the right to appoint a new member, the right to appoint such member shall pass to the next largest shareholder in terms of voting rights who has not already appointed or waived the right to appoint a member of the Nomination Committee.
If, during the term of office of the Nomination Committee, one or more of the shareholders who appointed members of the Nomination Committee are no longer among the five largest shareholders in terms of voting rights, the members appointed by these shareholders shall make their places available and the shareholder or shareholders who have become among the five largest shareholders in terms of voting rights shall be entitled to appoint members. In the absence of particular reasons, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or if any change occurs later than three months before the annual general meeting. Changes in the composition of the Nomination Committee shall be made public as soon as they occur.
No remuneration is paid to the members of the Nomination Committee. However, the Nomination Committee has the right to charge the Company with reasonable expenses for the performance of the assignment.
Principles for appointing the Nomination Committee and instructions for the Nomination Committee.