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 remuneration 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 Annual General Meeting.
The nomination committee shall comprise of 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.
The company shall not pay any fees to any member of the nomination committee. However, the company must bear all reasonable costs associated with the work of the nomination committee.
NOMINATION COMMITTEE 2021
The nomination committee, which is appointed in accordance with the principles adopted at the Extraordinary General Meeting on November 30, 2018, consists of:
- Jan Hummel, Chairman of the nomination committee, appointed by Paradigm Capital
- Jimmy Bengtsson, appointed by Skandia Fonder
- Karin Dennford, appointed by JCE Asset Management
- John Dueholm, Chairman of the Board
Shareholders who wish to submit proposals to the nomination committee for the Annual General Meeting can do so by e-mail to email@example.com.
The nomination committee’s proposals will be presented in the notice of the Annual General Meeting and on the Company’s website, http://www.jetpakgroup.com.