Companies applying the Code shall have a nomination committee. According to the Code, the shareholders’ 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 shareholders’ meeting held on 19 May 2021, it was resolved to adopt the following principles for the nomination committee.
The company shall have a nomination committee consisting of a member appointed by each of the three shareholders representing the shareholders with the largest number of votes or ownership group, together with the chairman of the board. The nomination committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of 30 September each year and other reliable ownership information available by the company at such time and the board’s chairman who will also convene the first meeting of the nomination committee.
The board member representing the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints another member of the nomination committee as chairman. 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 no longer being 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:
- chairman of the general meeting,
- number of board members,
- board members,
- chairman of the board,
- board remuneration divided between the chairman and other board member as well as remuneration for committee work,
- 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 Code of Corporate Governance.
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.
Prior to annual general meeting 2024
The Nominating Committee at Sleep Cycle appointed
According to the instructions for the nominating committee at Sleep Cycle that were resolved at the Annual General Meeting on 19 May 2021, the nominating committee shall, in addition to the Chairman of the Board, consist of representatives from the three largest shareholders registered as per September 30 of the year that falls before the Annual General Meeting.
Following the confirmation of the nominating committee, the Chairman of the Board has summoned the nominating committee for its first meeting. The nominating committee consists of the following representatives:
- Martin Anthonsen, appointed by MCGA AB and H265 AB, who respectively represent 21.5% of the votes and together represent 42.9% of the votes.
- Erik Olsson, appointed by GLA Invest SA, representing 23.6% of the votes.
- Anna Sundberg, appointed by Handelsbanken Fonder, representing 3.6% of the votes.
- Anne Broeng, Chairman of the Board of Sleep Cycle.
The nominating committee combined represent 70.1% of the votes in the company.
The committee has appointed Anna Sundberg as chairman.
The nominating committee shall prepare and present the following resolution at the Annual General Meeting:
- Chairman of the Annual General Meeting
- Number of board members
- Board members
- Chairman of the Board
- Board fees apportioned between the chairman and other members of the board as well as remuneration for committee work
- Fees for the company’s auditors
- To the extent deemed necessary, changes to the applicable nominating committee instructions
In keeping to its assignment, the nominating committee shall fulfil the tasks that, according to the Swedish Companies Act and the Swedish Code of Corporate Governance, fall to the nominating committee.
Information about the nominating committee’s work and instructions to the nominating committee can be found on the company’s website. The nominating committee’s proposal will be presented in the notice convening the Annual General Meeting 2024 and on the company’s website – www.sleepcycle.com.
Shareholders who wish to submit proposals to the nominating committee can contact the nominating committee at the company’s address or by e-mail to [email protected]. In order to give the nominating committee the opportunity to consider a proposal, a proposal must have been received by the nominating committee well in advance of the Annual General Meeting, but no later than 11 February 2024.