According to the Code, the Company shall have a nomination committee which duties shall include the preparation and drafting of proposals regarding the election of members of the board of directors, the chairman of the board of directors, the chairman of the general meeting and auditors. The nomination committee shall also propose fees for the board members and the auditors.
At the annual general meeting held on May 21, 2019, it was resolved to establish a nomination committee and to adopt principles for the nomination committee to be valid until further notice. The nomination committee shall comprise of four members, where off representating for the three largest shareholders at the end of the third quarter of 2019, together with the chairman of the board of directors. The largest shareholders refers to the registered shareholders or otherwise known shareholders after the end of the third quarter. Before accepting an invitation to join the nomination committee, a member must carefully consider whether there is a conflict of interest.
The composition of the nomination committee shall be publicly announced on the Company’s website no later than six months prior to the annual general meeting. Should a representative resign or leave before the assignment is completed, the shareholder that appointed the departing member shall appoint a new member. Should a shareholder that has appointed a member of the nominating committee substantially decrease its ownership in the Company, the next shareholder in size order shall, if the nominating committee so resolves, be offered to appoint a member of the nominating committee. When such a representative has been appointed, he or she shall be a member to the nomination committee and replace the former committee member who no longer represents one of the three largest shareholders. The nomination committee shall fulfil the composition requirements set out in the Code.
If the major shareholders who have the right to appoint members to the nomination committee wish to appoint persons that would entail that the composition requirements, as set out in the Code, are not met, a larger shareholder shall have priority for their first choice of member over of a smaller shareholder. When appointing a new member as a result of significant changes in ownership, the shareholder who shall appoint a new member shall, when appointing a new member, consider the existing composition of the nomination committee.
The nominating committee shall appoint a chairman among its members. The chairman of the board of directors or other board member shall not be the chairman of the nomination committee. The mandate period of the appointed nomination applies until the appointment of a new nomination committee. Fees may be paid to the members of the nomination committee after a resolution by the general meeting.