Corporate Governance

Nomination Committee

Nomination Committee duties

The task of the Nomination Committee is, on behalf of the shareholders, to evaluate the composition and work of the Board of Directors to the Annual General Meeting and to submit proposals to the Annual General Meeting regarding the Chairman of the Annual General Meeting, election of the Chairman and other members of the Board of Directors, election of the auditor, remuneration to each of the Board members, election of audit firms and audit fees, and principles for how members of the Nomination Committee shall be appointed. The members of the Nomination Committee do not receive any remuneration from the company for the work of the Nomination Committee. However, the company is responsible for costs associated with the performance of the nomination committee's assignments.  

Composition of the Nomination Committee

At the Annual General Meeting on September 1, 2016, a decision was made on principles for the appointment of the Nomination Committee, which apply until further notice. This means that the Annual General Meeting does not annually decide on these principles and the nomination committee's assignments, unless the principles themselves or the assignment are to be changed. The Nomination Committee shall consist of representatives of the five largest shareholders in terms of votes as of September 30 each year and the Chairman of the Board, who is also tasked with convening the Nomination Committee for its first meeting. The Nomination Committee appoints the Chairman of the Nomination Committee from among its members. The composition of the Nomination Committee shall be announced no later than six months before the Annual General Meeting.

Nomination committee for the Annual General Meeting 2023

The Nomination Committee, ahead of the 2023 Annual General Meeting, consists of the Company's Chairman of the Board; Johan Sjö, as well as Stefan Hedelius (appointed by Tom Hedelius), Håkan Roos (appointed by RoosGruppen AB), Hans Christian Bratterud (appointed by Odin Fonder), Christofer Geijer (appointed by SEB Investment Management) and Patricia Hedelius (appointed by AMF). The composition of the Nomination Committee was presented in connection with the presentation of the interim report for the third quarter on October 27, 2022. Of the members of the Nomination Committee, three Board members and two members of the Nomination Committee are dependent in relation to the company's major shareholders. The Chairman of the Nomination Committee is Håkan Roos.

Prior to the 2023 Annual General Meeting, the Nomination Committee held 2 minuted meetings where all members were present. The Nomination Committee's complete proposals for the Annual General Meeting are presented in the notice convening the Meeting and on the company's website.

Deviations

The Company has two deviations from rule 2.4 of the Code regarding the composition of the Nomination Committee. According to the Code, a Board member should not serve as the chair of the Nomination Committee and at most one Board member should be dependent in relation to the company’s major shareholders. The Nomination Committee has determined that it is appropriate that the Chairman of the Nomination Committee is the member who represents the largest group of shareholders. The Nomination Committee has also deemed it appropriate that two Board members, who are dependent in relation to major shareholders, are included in the Nomination Committee as they have good knowledge of both the company and other shareholders.