Under the Code, the Company is to have a nomination committee whose duties include the preparation and drafting of proposals for the election of directors, the board’s chairperson, the general meeting’s chairperson and auditors. The nomination committee is also to recommend the fees payable to directors and auditors. On 20 June 2018, the annual general meeting adopted instructions and rules of procedure for the nomination committee, whereby the nomination committee would consist of three members.
The nomination committee is appointed, on behalf of the general meeting, by the board’s chairperson contacting the three largest shareholders according to Euroclear’s transcript of the shareholder register on 1 September 2022, each of whom has the right to appoint one member of the nomination committee. Should any of the three largest shareholders not wish to appoint a member of the nomination committee, the fourth-largest shareholder will be approached, and so forth, until the nomination committee consists of three members.
A majority of the nomination committee’s members must be independent from the Company and its management. Neither the president nor other members of Company management may be members of the nomination committee. At least one of the nomination committee’s members should be independent from the Company’s largest shareholder in terms of votes, or from a group of shareholders that collaborates with regard to the Company’s management. Directors may be members of the nomination committee, but must not constitute a majority of the nomination committee’s members. Neither the chairperson of the board nor any other director may chair the nomination committee. Should more than one director be appointed to the nomination committee, no more than one director may be dependent in relation to the Company’s major shareholders.
The members of the nomination committee must be announced on the Company’s website no later than six months prior to the annual general meeting. The term of office for members appointed to the nomination committee continues until a new nomination committee is appointed. No fees shall be paid to the members for their work on the nomination committee. The nomination committee shall appoint one of its own members to chair the committee. Neither the chairperson of the board nor any other director may chair the nomination committee.
The nomination committee is to propose a resolution on each of the following issues for the 2023 annual general meeting:
- Election of chairperson for the general meeting,
- Determination of the number of directors,
- Determination of fees and other remuneration payable to the board and its committees, divided between the chairpersons and other members,
- Determination of audit fees,
- Election of directors and chairperson of the board,
- Election of auditors, and
- Principles for the nomination committee’s composition and work prior to the 2024 annual general meeting.