Nomination committee
The annual shareholders’ meeting 2025 resolved to adopt the following instruction to the nomination committee.
Instruction to the nomination committee
The company shall have a nomination committee consisting of one member appointed by each of the three largest shareholders or groups of shareholders in terms of voting rights, together with the Chairman of the Board of Directors. The CEO shall not be a member of the nomination committee and the majority of the members of the nomination committee shall be independent in relation to the company and its management. The nomination committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of 30 September each year and other reliable shareholder information available to the company at that time and the Chairman of the Board of Directors, who will also convene the first meeting of the nomination committee. In the event that the CEO or other member of the company's management is among the company's largest shareholders, the next shareholder in order of priority shall be consulted.
The member representing the largest shareholder shall be appointed as chairman of the nomination committee, unless the nomination committee unanimously appoints another member of the nomination committee as chairman and provided that the largest shareholder is not employed by the company, in which case the second largest shareholder shall be appointed as chairman of the nomination committee. If earlier than three months prior to the annual shareholders’ meeting, one or more of the shareholders having appointed representatives to the nomination committee no longer constitute one of 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 the work of the nomination committee 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 shall be announced immediately.
The nomination committee shall, inter alia, prepare and present to the annual shareholders’ meeting the following proposals for resolutions:
- chairman of the meeting;
- number of board members;
- members of the Board of Directors;
- Chairman of the Board of Directors;
- board fees, with a breakdown between the Chairman of the Board of Directors and the other board members, and remuneration for committee work;
- auditors;
- the remuneration of the company's auditors; and
- to the extent deemed necessary, amendments to the applicable nomination committee instructions.
In connection with its assignment, the nomination committee shall otherwise fulfill the tasks incumbent on the nomination committee under the Swedish Companies Act and the Swedish Code of Corporate Governance.
The composition of the nomination committee for the annual shareholders’ meeting shall normally be announced no later than six months prior to the annual shareholders’ 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 in its work, such as costs for external advisors that the nomination committee deems necessary for the nomination committee to fulfill its assignment. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.