1. Composition and election
The Company shall have a Nomination Committee consisting of three members who are elected at the General Meeting. The election period is for two years, but the General Meeting may decide otherwise. A member cannot be elected for more than three periods.
The remuneration for the Nomination Committee is decided at the General Meeting.
The Nomination Committee shall take into consideration the laws and regulations that applies for control of a listed company, including its provisions for corporate governance.
The Committee shall submit proposals on the following to the General Meeting:
- election of shareholder-elected members to the Board, including nominations for Chairman of the Board, alternatively deputy chairman and submit a recommendation to comply with any claim about the representation of employees on the Board;
- election of members and Chairman of the Nomination Committee. The members of the Committee shall be shareholders or representatives for shareholders. At least two of the members shall be independent of the Board of Directors and the company’s executive management;
- remuneration to the Board of Directors and the Nomination Committee.
The Nomination Committee is to have a quorum when two of the members are participating. Meetings shall be convened when required by either Chairman of the Nomination Committee, Chairman of the Board, CEO or by two of the other committee members. Meetings can take place by telephone or by circulation. Minutes from meetings shall be in writing.
If the Nomination Committee cannot reach a unanimous decision, the majority votes apply. The vote from the Chairman decides if equal votes arise.
5. Proposals to the General Meeting
The Committee’s proposals shall be released in time to be distributed with the notice for the General Meeting.
The Committee’s proposal shall be presented to the Annual General Meeting by the Chairman of the Committee or by the person who is elected to chair the General meeting. The signed proposal from the Nomination Committee shall be attached to the Minutes from the General Meeting.
Modifications of the charter for the Nomination Committee shall be adopted by the General meeting.