Companies applying the Code should have a Nomination Committee. According to the Code, the Annual General Meeting shall appoint the members of the Nomination Committee or resolve on procedures for appointing the members. The Nomination Committee should, pursuant to the Code, consist of at least three members, of which a majority shall be independent in relation to the company and the group management. In addition, at least one member of the Nomination Committee should be independent in relation to the largest shareholder in terms of voting rights or group of shareholders who co-operates in terms of the company’s management.
At the Extraordinary General Meeting held on September 14, 2017, it was resolved that the Nomination Committee should be composed of the Chairman of the Board of Directors together with one representative of each of the three largest shareholders, based on ownership in the company as of the expiry of the third quarter of the financial year. For the Annual General Meeting 2019, the Nomination Committee shall be composed of the Chairman of the Board of Directors and one representative of each of the three largest shareholders based on ownership in the company as of February 28, 2019, with the announcement of the representatives being made as soon as practically possible. Should any of the three largest shareholders renounce its right to appoint one representative to the Nomination Committee, such right shall transfer to the shareholder who then in turn, after these three, is the largest shareholder in the company.
The Board of Directors shall convene the Nomination Committee. The member representing the largest shareholder shall be appointed Chairman of the Nomination Committee, unless the Nomination Committee unanimously appoints someone else. Should a shareholder having appointed a representative to the Nomination Committee no longer be among the three largest shareholders at a point in time falling three months before the annual shareholders’ meeting at the latest, the representative appointed by such shareholder shall resign and the shareholder who is then among the three largest shareholders shall have the right to appoint one representative to the Nomination Committee. Unless there are specific reasons otherwise, the already established composition of the Nomination Committee shall, however, remain unchanged in case such change in the ownership is only marginal or occurs during the three-month period prior to the annual shareholders’ meeting.
Where a shareholder has become one of the three largest shareholders due to a material change in the ownership at a point in time falling later than three months before the annual shareholders’ meeting, such shareholder shall, however, in any event have the right to take part of the work of the Nomination Committee and participate at its meetings. Should a member resign from the Nomination Committee before his or her work is completed, the shareholder who has appointed such member shall appoint a new member, unless that shareholder is no longer one of the three largest shareholders, in which case the largest shareholder in turn shall appoint the substitute member. A shareholder who has appointed a representative to the Nomination Committee shall have the right to discharge such representative and appoint a new representative.
Changes to the composition of the Nomination Committee shall be announced immediately. The term of the office for the Nomination Committee ends when the next Nomination Committee has been appointed. The Nomination Committee shall carry out its duties as set out in the Code.
The Nomination Committee will be constituted and will meet in advance of the Annual General Meeting 2019 and its proposals will be presented in the convening notice of the Annual General Meeting and on the company’s website. Shareholders may submit proposals to the Nomination Committee in accordance with what has been published on the company’s website prior to the Annual General Meeting.