Pursuant to the Code, the Company must have a nomination committee. The purpose of the nomination committee is to make proposals in respect of the chairman at general meetings, board member candidate, including the position of chairman, fees and other remuneration for each member of the board of directors as well as remuneration for committee work, and election of and remuneration for the external auditor as well as proposed instructions for the Nomination Committee.
The four largest shareholders as of 31 August 2018 were Cidron Liberty Systems Ltd (controlled by Nordic Capital Fund VII), Fjärde AP-fonden, Danica Pension and Holta Invest Life Sciences. These have appointed representatives that together with the Chairman of the Board should constitute the Nomination Committee. The Nomination Committee consists of
Fredrik Näslund (Chairman), Cidron Liberty Systems Ltd
Arne Lööw, Fjärde AP-fonden
Esben Saxbeck Larsen, Danica Pension
Espen Tidemann Jörgensen, Holta Invest Life Sciences
Lars Marcher, Chairman of the Board, Handicare Group AB
The AGM on 8th May 2018 resolved to adopt the following instructions for the Nomination Committee:
- The Nomination Committee ahead of the AGM 2019 is to be comprised of representatives of the four largest shareholders in terms of voting rights, as listed in the shareholders’ register maintained by Euroclear Sweden AB as of 31 August 2018, together with the Chairman of the Board of Directors.
- The member representing the largest shareholder will be appointed chairman of the nomination committee.
- If a change in the Company´s ownership structure occurs after 31 August 2018, but before the date which occurs three months ahead of the 2019 AGM, and if a shareholder that after this change has become one of the four largest shareholders in terms of votes, who are registered in the share register of the Company, makes a request to the chairman of the nomination committee to be part of the nomination committee, the shareholder shall have the right, in the discretion of the nomination committee, either to appoint an additional member of the nomination committee or to appoint a member who has been appointed by the shareholder who, after the change in the ownership structure, is no longer among the four largest shareholders in the Company in terms of votes.
- Should a member resign from the nomination committee before its work is completed and the nomination committee before its work is completed and the nomination committee considers it necessary to replace him or her, such substitute member is to represent the same shareholder or, if the shareholder is no longer one of the four largest shareholders, the largest shareholder in turn.
- Changes to the composition of the Nomination Committee must be announced immediately.
- The composition of the Nomination Committee is normally announced no later than six months prior to the General Meeting.
- The company will defray any necessary expenses that the Nomination Committee may incur in its work.
- The mandate period of the nomination committee will extend until such time as a new nomination committee is announced.
- Shareholders may submit their nomination proposals to the Nomination Committee. Email: email@example.com