The Nomination Committee’s task is to submit proposals to the Board and auditors, including on remuneration, before the General Meeting.
According to the Code, the company is to have a nomination committee tasked with submitting proposals regarding the chair of general meetings, candidates to the board (including the chair), fees and other remuneration to each board member, and remuneration for committee work, election of and remuneration to external auditors, and proposals to the nomination committee for the next General Meeting. The Nomination Committee’s proposals are presented in the notice convening the General Meeting.
At the General Meeting on 19 May 2021, the shareholders adopted the following principles for the appointment of the Nomination Committee.
On an annual basis, the company’s Board Chair is to convene a Nomination Committee in the third quarter, which is to consist of one representative each for at least two of the company’s largest shareholders as of 31 August and the largest shareholder who is independent of the above-noted principal owners. If any of these shareholders should choose to waive the right to appoint a representative or if any member should leave the Nomination Committee before its work is completed, the right is transferred to the shareholder who, after the above noted shareholders, has the largest shareholdings.
At most one board member or the Board Chair may be included in the Nomination Committee. The CEO or other individual from company management may not be a member of the Nomination Committee. The Company is to be informed of the composition of the Nomination Committee early enough that it can announce the committee members no later than six months before the General Meeting. The Nomination Committee is to appoint a chair from among its members.