The nomination committee shall consist of three members – a representative of each of the three majority shareholders as of the last banking day in August, who wishes to appoint a member of the nomination committee, as well as the chairman of the board. The chairman of the nomination committee shall be the director who represents the largest shareholder in terms of voting rights, unless the nomination committee decides otherwise. However, the chairman of the board of directors shall never be the chairman of the nomination committee.
The names of the members of the nomination committee shall be published as soon as the nomination committee has been appointed but in no event later than six months ahead of the upcoming annual general meeting.
The nomination committee shall carry out its assignment as set out in these instructions and applicable rules. In its assignment it is included that the nomination committee shall prepare proposals regarding the following matters, to be put forward to the annual general meeting for decision:
- proposal for number of board of directors and auditors and, where applicable, deputy auditors,
- proposal regarding chairman for the general meeting,
- proposal for board of directors,
- proposal for chairman of the board of directors,
- proposal for fees for the board of directors, distinguishing between the chairman and other board members as well as remuneration for committee work,
- proposal for auditors and, where applicable, deputy auditors,
- proposal for fees to auditors, and
- to the extent considered necessary, proposed amendments to these principles.
For more information about current and old nomination committees, please go here.