Nomination committee

Principles for the nomination committee

The company shall have a nomination committee consisting of a member appointed by each of the three shareholders or ownership groups with the largest number of votes together with the chairperson of the board, who will also convene the first meeting of the nomination committee. The nomination committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of 31 August each year and other reliable ownership information available to the company at such time. 

The committee member representing the largest shareholder shall be appointed chairperson of the nomination committee, unless the nomination committee unanimously appoints another member of the nomination committee as chairperson. In the event that, before the date falling three months prior to the annual general meeting, one or more of the shareholders having appointed representatives of the nomination committee are no longer among the three largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives in accordance with these instructions. Should a member resign from the nomination committee before its work has been completed and the nomination committee considers it necessary to replace such member, 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 member and appoint a new representative of the nomination committee. Changes to the composition of the nomination committee must be publicly announced immediately. 

The nomination committee shall prepare the following proposals to be passed on for resolution at the annual general meeting:

• chairperson of the general meeting,
• number of board members, board members and chairperson of the board,
• board remuneration divided between the chairperson and other board members as well as remuneration for committee work,
• auditors and remuneration to the company’s auditors, and
• to the extent deemed necessary, changes in the current instruction for the nomination committee.

In performing its duties, the nomination committee shall act in accordance with the requirements stipulated in the Swedish Companies Act and the Swedish Corporate Governance Code.

The composition of the nomination committee for the annual general meeting shall normally be announced no later than six months before the annual general 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 as part of conducting its work, for example, costs for external consultants deemed necessary by the nomination committee in order for the nomination committee to fulfil its duties. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.