Nomination committee

Nomination committee

Under the Code, the Company is to have a nomination committee, the purpose of which is to submit proposals in respect of the chairman of general meetings, board member candidates (including the chairman), fees and other remuneration to each board member as well as remu-neration for committee work, the election of and remuneration to the external auditors, and the nomination committee for the following annual general meeting. The nomination committee’s proposals are presented in the official notice of the AGM.

The board of directors has proposed that the extraordinary general meeting which is planned to be held on 30 November 2018 shall resolve on the principles for the appointment of the nomination committee:

The Company must have a nomination committee tasked with preparing and submitting proposals for decisions by the AGM, and where appropriate by an EGM, on questions of elections and fees, and where appropriate procedural issues for the following nomination committee. The nomination committee is to propose:

  • the chairman of the annual general meeting;
  • candidates for the post of chairman and other members of the board of directors;
  • board fees and other remuneration for board assignments to each member of the board of directors;
  • fees for members of committees within the board of directors;
  • election and remuneration of the Company’s auditor; and
  • principles for the nomination committee.

The nomination committee, which is to be appointed for the period until a new nomination committee is elected, is to comprise four members, of whom three are to be elected by the Company’s three largest shareholders in terms of voting rights, and the fourth is to be the chairman of the board of directors. Prior to the annual general meeting in 2019, the chairman of the board of directors shall as soon as reasonably possible after the end of the fourth quarter, in a suitable manner, contact the three, based on voting rights, largest shareholders or ownership groups according to the share register maintained by Euroclear on that date, and request that they, within a reasonable period of time considering the circumstances but not to exceed 30 days, in writing name the person the shareholder or shareholders group wants to elect as a member of the nomination committee. Should one of the three largest shareholders or ownership groups not want to exercise their rights to elect a member of the nomination committee, the next shareholder or ownership group in succession shall be offered the right to elect a member of the nomination committee. In the event that several shareholders or shareholder groups forgo the right to elect members of the nomination committee, the chairman of the board does not need to contact more than eight shareholders, provided that it is not necessary in order to put together a nomination committee consisting of at least three members.

After the annual general meeting 2019 and henceforth, the nomination committee, which shall be appointed for the period until a new nomination committee is elected, shall comprise four members, of whom three are to be elected by the Company’s three largest shareholders in terms of voting rights, and the fourth is to be the chairman of the board of directors. The chairman of the board of directors shall as soon as reasonably possible after the end of third quarter, contact the three, based on voting rights, largest shareholders or ownership groups according to the share register maintained by Euroclear on that date, and request that they, within a reasonable period of time considering the circumstances but not to exceed 30 days, in writing to the nomination committee name the person the shareholder or ownership group wants to elect as member of the nomination committee. Should one of the three largest shareholders or ownership groups not want to exercise their right to elect a member of the nomination committee, the next shareholder or ownership group in succession shall be offered the right to elect a member of the nomination committee. In the event that several shareholders or ownership groups forgo the right to elect members of the nomination committee, the chairman of the board of directors does not need to contact more than eight shareholders, provided that it is not necessary in order to put together a nomination committee consisting of at least three members.

Provided that nothing has otherwise been agreed on among the members, the member elected by the largest shareholder in terms of votes will be elected chairman of the nomination committee. Neither the chairman of the board nor any other board member may chair the nomination committee.

If, for reasons other than those indicated in the paragraph above, a member of the nomination committee resigns before the nomination committee has completed its assignment, the shareholder that elected that member has the right to independently elect a replacement member as it thinks best. If the chairman of the board resigns from the board of directors, the replacement will also replace the chairman of the board on the nomination committee. Changes to the composition of the nomination committee must be announced immediately.