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 at 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. Nomination Committee members receive no compensation from the company for the work of the Committee. However, the company is responsible for costs associated with the execution of the Nomination Committee.  

Composition of the Nomination Committee
On 1 September 2016 the Annual General Meeting adopted principles for appointing the Nomination Committee that are valid until further notice. Consequently, the Annual General Meeting does not decide on these principles and the Nomination Committee mandate annually, unless the principles or the mandate are to be changed. The Nomination Committee consists of representatives of the five largest known shareholders by vote as of 30 September each year, as well as the Chairman of the Board of Directors, who is also tasked with convening the first meeting of the Nomination Committee. The Nomination Committee appoints a Chairman from among its members. The composition of the Nomination Committee shall be announced not later than six months before the Annual General Meeting.

Nomination committee for the Annual General Meeting 2024
The Nomination Committee for the 2024 AGM consists of the company's Chairman of the Board; Johan Sjö, as well as Stefan Hedelius (appointed byTom Hedelius), Håkan Roos (appointed by RoosGruppen AB), Hans Christian Bratterud (appointed by Odin Fonder), Andreas Wallheim (appointed by SEB Investment Management) and Patricia Hedelius (appointed by AMF). The composition of the Nomination Committee was announced in conjunction with the presentation of the interim report for the third quarter on 26 October 2023. Three of the members of the Nomination Committee serve on the Board of Directors and two members of the Nomination Committee are not independent in relation to the company's major shareholders. Håkan Roos is Chairman of the Nomination Committee.

Prior to the 2024 AGM, the Nomination Committee held two minuted meetings where all members were present. The complete proposals of the Nomination Committee to the AGM are presented in the notice to attend 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, no board member should chair the nomination committee and no more than 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 on major shareholders, serve on the Nomination Committee as they have good knowledge of both the company and other shareholders.