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.
According to the resolution at the Annual General Meeting in BioArctic on May 15, 2018 the members of the nomination committee for the 2019 Annual General Meeting shall be appointed by the chairman of the board by contacting the three largest shareholders according to Euroclear Sweden AB’s transcription of the share register as of September 30, 2018 and asking each of them to appoint 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, further shareholders should be contacted 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 represents the company’ shareholders and shall prepare and submit proposals to the Annual General Meeting for decisions on the election of chairman of the board, deputy chairman (if any), and other board members, fees for the chairman and the other board members, and possible remuneration for committee work,the election of and fees to the auditor and deputy auditor (if applicable), resolution on the principles for appointing the nomination committee, and election of the chairman of the meeting.
As a basis for its evaluation of the composition of the board the nomination committee has had access to the evaluation performed by the board and also had the opportunity to meet the board members individually. Based on this evaluation and the opportunity to consider proposals for new board members the nomination committee works out a proposal for the board that will be announced in connection with the notice of the 2019 Annual General Meeting. The auditors are appointed by the Annual General Meeting annually.