Guidelines for the Nominating Committee for Candidates for Election to the Board of Directors
1.1 The Nominating Committee are to make recommendations to the AGM regarding the election of shareholder-elected members and deputy members of the Board, including the proposal on the Chairman and Deputy Chairman. Furthermore, the Nomination Committee shall make recommendations to the AGM regarding board members’ remuneration. The Committee shall also recommend candidates for election to the nominating committee.
2. Composition, Election and Remuneration
2.1 The Nominating Committee shall consist of three members who shall be shareholders or representatives of shareholders. The majority of committee members must be independent of the board and management of the Company. No more than one committee member may be a member of the Board. Neither the CEO and other members of management of the Company may be members of the Nominating Committee.
2.2 Nominating Committee members, including the position as chairman of the Committee shall be elected for two-year terms. To ensure continuity members’ election periods shall not coincide.
2.3 General Meeting determines the remuneration of the Nominating Committee. The Nominating Committee’s expenses shall be borne in full by the company.
3. Rules of Procedure
3.1 The Nominating Committee has a quorum when the chairman and at least one additional member are present.
3.2 Meetings of the Nominating Committee will be convened by the Chairman of the Committee or when a member of the Nominating Committee, the Chairman of the Board of Director or CEO requests it.
3.3 The minutes of a committee meeting shall be signed by all of the members present.
3.4 The chairman of the Board of Directors and CEO shall, without voting rights, be required to attend at least one meeting of the nominating committee before the committee makes its final recommendation.
3.5 In its work, the Nominating Committee may consult with various shareholder groups and with members of the Board of Directors. The nominating committee shall ensure that board members have the necessary competence to make independent evaluations of the the company’s operations and the materials presented by management. There shall also be an emphasis on ensuring that within reason, board members are independent and represent both genders. The candidates must be asked whether they are willing to assume the duties of a director or deputy member.
4. Nominating Committee Recommendations
4.1 The Nominating Committee’s recommendations to the AGM of shareholders, regarding both the election of shareholder-elected members and deputy board members, shall be made available on the Company website at least 21 days before the elections are scheduled to take place and shall be sent to shareholders at least two weeks before the scheduled election date. The committee’s recommendation should include relevant information about the candidates.
4.2 The Nominating Committee, or the person he/she authorises to represent them shall be present at the AGM.