Principles for the appointment of an Election Committee and the assignment of the Election Committee
In accordance with Swedish Corporate Governance Code, the Company is to have an Election Committee. At the Annual General Meeting held on 31 August 2020, a resolution was passed to apply the following instructions for the appointment of an Election Committee until further notice.
Election Committee members
Election Committee members are to be nominated by the major shareholders in the Company, whereby the four largest shareholders in the Company, in terms of votes according to the shareholders’ register maintained by Euroclear Sweden on the final banking day in February each year, are entitled to nominate one member each. If fewer than four members are nominated in accordance with the above, up to three additional shareholders, who are the next largest in terms of number of votes held, are to be contacted to nominate a member. If fewer than three members are nominated thereafter, other shareholders are to be offered, on the basis of voting rights, to nominate one member until a total of three members have been nominated (though, the Company is not obligated to contact more than three shareholders). The shareholder controlling most votes in the Company is entitled to nominate the Chairman of the Election Committee. The Chairman of the Board is to be a co-opted member of the Election Committee (without voting rights) and coordinates the nomination procedure.
The nominated members (including the Chairman of the Election Committee) are elected as members of the Election Committee by the Company’s Annual General Meeting for the period up until the end of the next Annual General Meeting. The notice for the Annual General Meeting shall include the names of the nominated members.
When members are nominated and elected by the above procedure, the rules and regulations set out in the Swedish Corporate Governance Code on the composition of election committees are to be followed.
Changes to the Election Committee
Changes to the composition of the Election Committee may be made in the following cases.
(a) A member wishes to step down early or cannot fulfil their duties or if a shareholder wishes to replace their nominated member, whereby a request is submitted to the Chairman of the Election Committee (or should the request apply to the Chairman, to another member of the Election Committee) and receipt thereof shall imply that the request has been executed.
(b) A new shareholder replaces a shareholder who has nominated a member of the Election Committee, after which the new shareholder is entitled to replace the nominated member, or if other significant changes occur in ownership of the Company, whereby the Election Committee has the right to make an independent decision to dismiss and/or appoint additional members with the aim that the composition of the Election Committee shall reflect the ownership structure of the Company.
(c) The Election Committee can offer vacant seats on the Election Committee to shareholders or members nominated by shareholders with the aim that the composition of the Election Committee shall reflect the ownership structure of the Company.
Any changes to the Election Committee are to be disclosed by the Company as soon as possible.
Duties of the Election Committee
Well in advance of the publication of the notice for the Annual General Meeting by the Board of Directors, the Election Committee is to prepare and submit to the Chairman of the Board the Election Committee’s proposals for
(a) election of the Chairman of the Board of Directors and other Directors,
(b) resolution regarding Directors’ fees,
(c) election of auditor
(d) resolution regarding auditor fees,
(e) election of the Chairman to preside over the Meeting, and
(f) resolution regarding amendments to these instructions (if the Election Committee considers it necessary).
The Election Committee’s proposals are to be presented in the notice for the Annual General Meeting. In conjunction to the publication of the notice for the Annual General Meeting by the Board of Directors, the Election Committee is to ensure that the Company publishes the Election Committee’s proposals and explanatory statement on its website as well as information about how the Election Committee has performed its work.
The Election Committee is also to fulfil any other duties incumbent upon an Election Committee in accordance with the Swedish Corporate Governance Code.
Fees are not to be paid to members of the Election Committee. The Election Committee has the right to charge the Company for expenses for recruitment consultants or other expenses required by the Election Committee to perform its duties.
Amendments to these instructions
These instructions for the Election Committee are to apply until such time as the General Meeting of Shareholders in the Company resolves to amend them. Prior to a General Meeting of Shareholders, it is the responsibility of the Election Committee to determine whether the Election Committee finds it necessary to propose any amendments to the current instructions to the General Meeting.