Nominating Committee

About the Nominating Committee

The main function of the nominating committee is to present proposals to the AGM on the composition of the board, for approval by the AGM. The work of the nominating committee starts by studying the evaluation of the work of the board as commissioned by the board. The nominating committee then nominates directors and chair for the coming mandate period. Furthermore, the nominating committee presents proposals for the election of auditor and remuneration to the board and auditors.

Composition of the nominating committee

According to a resolution of the 2020 AGM, the nominating committee is to be appointed for the period until a new nominating committee has been appointed, for drafting and presentation of recommendations to the shareholders at the AGM regarding:

• chair of the AGM;
• number of directors;
• election of directors and Chair of the Board of Directors;
• remuneration of Chair of the Board of Directors, directors and committee members;
• election of auditor;
• remuneration of the auditor; and
• other matters that may be incumbent on a nominating committee pursuant to the Swedish Code of Corporate Governance.

The nominating committee is to consist of four members and be tasked as follows: to safeguard all shareholders’ interests and ensure professional preparation of a number of matters that are important for the company’s board work that are resolved by the general meeting of shareholders.

Three nominating committee members are normally to be appointed by the company’s three largest shareholders and the fourth is the Chair of the Board of Directors. Prior to the AGM, the Chair of the Board of Directors must contact the three largest shareholders, based on shareholder data as of August 31, and call a first meeting of the nominating committee at the latest seven months before the AGM.

If any of the largest shareholders decline to appoint a member to the nominating committee, the Chair of the Board of Directors is to invite the shareholder next in size to appoint a member. The analysis of ownership is to be based on Euroclear’s list of registered shareholders and on any other circumstances that are known to the Chair of the Board of Directors. In the event that a member voluntarily resigns from the nominating committee, the shareholder that appointed the outgoing member must appoint a successor, provided that the ownership structure has not materially changed.

If the ownership structure of the company has materially changed, the nominating committee can decide to adjust its composition so that the committee reflects the company’s ownership appropriately. Even if changes are made to the company’s ownership structure, no changes need to be made to the composition of the nominating committee if the changes are minor or if a change occurs less than three months before the AGM, unless such changes are justified by special circumstances.

The member representing the largest shareholder by voting power is the chair of the nominating committee, unless otherwise agreed by the members. However, neither the Chair of the Board of Directors nor another director may chair the nominating committee.

The nominating committee is encouraged to contact large shareholders that have not appointed a member to the nominating committee as well as representatives of small shareholders to ascertain their views on matters pertaining to the nominating committee. 

The nominating committee’s terms of reference apply until a future general meeting of shareholders resolves to amend them. The members of the nominating committee and the shareholders appointing them are presented in the adjacent table. In 2025 the nominating committee held five meetings and maintained contacts between meetings.