According to the Code, the Company shall have a nomination committee, the duties of which shall include the preparation and drafting of proposals regarding the election of board directors, the chairman of the board, the chairman of the general meeting and the auditors. The nomination committee shall also propose remuneration to board directors and auditors. The annual general meeting held on May 31, 2017, resolved to adopt instructions and rules of procedure for the nomination committee according to which the nomination committee shall consist of three members.
The nomination committee shall be appointed by the chairman of the board, on behalf of the meeting, by contacting the three largest shareholders according to Euroclear’s transcription of the share register as of September 30, 2017, each of which appoints a member of the nomination committee. In the event that any of the three largest shareholders does not wish to appoint a member of the nomination committee, the fourth largest shareholder is asked, and so on until the nomination committee consists of three members.
The composition of the nomination committee shall be announced on the Company’s website no later than six months prior to the annual general meeting. The nomination committee shall appoint the chairman of the nomination committee. The chairman of the board or other board directors shall not be the chairman of the nomination committee. The term of office of the appointed nomination committee shall run until a new nomination committee has been appointed. No fees shall be paid to the members for their work in the nomination committee.
The nomination committee shall submit proposals for decisions on the following matters for the annual general meeting 2018:
- Election of the chairman of the meeting,
- Determination of the number of board directors,
- Determination of fees and other remuneration to the board and its committees, with separation between the chairman and the other members,
- Determination of fees to auditors,
- Election of board directors and chairman of the board,
- Election of auditors, and
- Proposal for the principles for the composition and tasks of the nomination committee for the annual general meeting in 2019.