The annual general meeting 2019 (AGM) approved the principles for appointing the Nomination Committee for the next Annual General Meeting. The purpose of the Nomination Committee is to make proposals in respect of the Chairman at general meetings, board member candidates, the Chairman of the board of directors, the auditors and resolutions regarding the remuneration of board members and the auditor, and proposals for amendments to the instruction for the nomination committee.
Speqta’s nomination committee shall be composed of the representatives of the three largest shareholders in terms of voting rights listed in the shareholders’ register maintained by Euroclear Sweden as per 30 September each year, and the Chairman of the board of directors, who will also convene the first meeting of the nomination committee. The Chairman of the Board of Directors shall not be appointed the Chairman of the Nomination Committee.
Should any of the three largest shareholders abstain from their right to appoint a member of the nomination committee, the Chairman of the board of directors shall offer other large shareholders to nominate members of the nomination committee. In this event, the offer shall be made in the order to the largest shareholders with respect to votes (that is, first to the fourth largest shareholder with respect to votes, thereafter to the fifth largest shareholder with respect to votes etc.). The procedure shall continue until the nomination committee has four members.
The Nomination Committee appoints the Chairman of the Nomination Committee. The Chairman of the board or another Board member shall not chair the nomination committee. The majority of the members of the Nomination Committee shall be independent in relation to the Company and the company executive management. At least one of the members of the Nomination Committee shall be independent in relation to the largest shareholder in the Company in terms of voting rights or group of shareholders who work together with the Company's management. The CEO or other person from the executive management shall not be a member of the Nomination Committee. Board members may form part of the Nomination Committee but shall not constitute a majority of its members. If more than one Board member is a member of the Nomination Committee, no more than one of them may be dependent on the Company's major shareholders. If a member leaves the Nomination Committee before its work is completed and if the Nomination Committee considers that there is a need to replace this member, the Nomination Committee shall appoint a new member according to the above principles, but on the basis of Euroclear's printing of the share register as soon as possible after the member has left his post. Changes in the composition of the Nomination Committee shall be made public immediately.
The composition of the Nomination Committee shall be made public no later than six months before the next Annual General Meeting. No remuneration shall be paid to the members for their work in the Nomination Committee.