Companies that follow the “Code”1 shall have a nomination committee whose duties shall include preparation and preparation of proposals for election of board members, chairman of the board, chairman of the meeting and auditors. The Nomination Committee shall also propose fees to board members and auditors.
At the AGM of 16 May 2019, it was decided to establish a nomination committee and to adopt principles for the nomination committee. The Nomination Committee shall consist of four members representing the three largest shareholders after the end of the third quarter of 2019, together with the Chairman of the Board. The largest shareholders mean the registered shareholders in the share register kept by Euroclear Sweden AB after the end of the third quarter. A member of the Nomination Committee must, before accepting the assignment, carefully consider whether there is any conflict of interest.
The members of the Nomination Committee shall be published no later than six months before the Annual General Meeting on the Company’s website. If a shareholder who has appointed a member of the Nomination Committee during the year ceases to be one of the Company’s three largest shareholders, the member appointed by such a shareholder shall resign from the Nomination Committee. Instead, a new shareholder among the three largest shareholders shall be entitled to elect a member of the Nomination Committee independently and at his discretion. However, no marginal differences in shareholdings and changes in shareholdings occurring later than three months before the Annual General Meeting shall lead to any changes in the composition of the Nomination Committee, unless special circumstances exist.
The Nomination Committee shall meet the requirements for composition set forth in the Code.
If the major shareholders who have the right to appoint members of the Nomination Committee wish to appoint persons who make the requirements for the composition of the Nomination Committee set out in the Code not fulfilled, a major shareholder shall have preference for his first choice of member in front of a smaller shareholder.
Unless otherwise agreed between the members, the member appointed by the largest shareholder shall be appointed to the nomination committee chairman. The board member shall never be the chairman of the election committee. The term of office of the nominated Nomination Committee shall expire until the appointment of a new Nomination Committee. Fees may be paid to the members of the Nomination Committee following a decision by the Annual General Meeting.
For Principles for the nomination committee, click here.
1) As Xbrane is listed on Nasdaq First North, the Company is not required to comply with the Code. The company’s ambition is to begin applying the Code in 2019.