The nomination committee is a body of the general meeting with the sole purpose to submit proposals in respect of the chairman at general meetings, board members, including who should be chairman, remuneration to each board member as well as remuneration for committee work, election of and remuneration to the external auditors, and a proposal regarding changes to the instructions for the duties of the nomination committee.
It was resolved at the annual general meeting on 15 May 2019 that the nomination committee prior to the 2020 annual general meeting is to comprise three members. Members are to be appointed through a meeting, convened by the chairman of the board, of the three largest shareholders in the company – based on the share register maintained by Euroclear as of 30 September 2019 – during which these shareholders are offered the possibility of appointing one member each. If any of the three largest shareholders wishes to refrain from exercising the right to appoint a member of the nomination committee, the chairman of the board shall give the next largest shareholder the opportunity to appoint a member.
The chairman of the nomination committee shall be the committee member representing the largest shareholder, in terms of votes, unless the members agree to appoint another chairman. The chairman of the nomination committee shall not be a board member of the company.
A shareholder who has appointed a member of the nomination committee always has the right to dismiss the member and appoint a replacement. If a member leaves the nomination committee prior to completion of the committee’s work, the shareholder who appointed the departing member has the right to appoint a new member of the nomination committee.
If a significant change in the company’s ownership structure occurs more than two months before the annual general meeting and a shareholder, who after such a material change in ownership becomes one of the company’s three largest shareholders, makes a request to the chairman of the nomination committee to appoint a member of the nomination committee, the committee shall invite the shareholder to appoint a member of the nomination committee. This member shall replace the member appointed by the shareholder who, after the ownership change, is no longer one of the three largest shareholders.
Ahead of the annual general meeting 2020, the names of the members of the nomination committee and shareholders they are appointed by are to be announced by the company as soon as possible after 30 September 2019, but not later than six months before the annual general meeting. The term of office for the nomination committee appointed in accordance with the above will extend until a new nomination committee has been appointed and announced. No fees will be paid to the members of the nomination committee. However, the nomination committee is to be entitled to charge the company with reasonable expenses for recruitment consultants or other consultants required for the committee to fully execute its assignment. In addition to the above, the company, at the request of the nomination committee, must provide reasonable personnel resources, such as secretarial functions, to facilitate the work of the nomination committee. The shareholders are entitled to submit proposals to the nomination committee regarding nominations to the board of directors.