Description of the nomination committee's work for the Annual General Meeting
The Annual General Meeting 2019 elected the following members of the Nomination Committee:
The Nomination Committee has, in accordance with the instructions adopted by the Annual General Meeting 2017 and the Swedish Corporate Governance Code, been appointed to prepare the following proposals for the Annual General Meeting 2020:
(i) election of Chair of the Board of Directors and other members of the Board of Directors,
(ii) board fees, divided between Chair of the Board of Directors and other members of the Board of Directors and special fees for committee work,
(iii) election of auditors and fees to auditors,
(iv) election of Chair of the Annual General Meeting,
(v) election of members of the Company's Nomination Committee for the period from the Annual General Meeting to the end of the next Annual General Meeting, and
(vi) resolution on changes to the instruction for the Nomination Committee.
The Nomination Committee has held five meetings and had a recurring dialogue between meetings. The Nomination Committee has obtained a presentation of the Board work from the Chair of the Boards.
The Nomination Committee has applied item 4.1 in the Code regarding diversity when preparing this proposal. This implies that the Nomination Committee has strived fora composition of the Board of Directors thatis appropriate in regards to
The Nomination Committee has interviewed the entire Board and the overall evaluationof the Board work is that the Board is well functioning with good group dynamics. The Chair of the Board leads the work with great commitment and creates an open and constructive dialogue at the meetings.
The Nomination Committee has discussed the size and composition of the Board based on the Company's situation and strategic challenges. In general, the Nomination Committee considers the competence as good. The Nomination Committee intends to maintain the Board diversity and width, and the Nomination Committee has in addition observed that it would be desirable to include a person with experience from the Finnish care market.
The Nomination Committee further considers that it is important that the Board members have the time and attention required to fulfill the tasks as Board members in
In relation to the Nomination Committee's proposal for election of auditors and fees to auditors, the Nomination Committee has been in dialogue with the Chair of the Audit Committee to understand the Audit Committee's assessment of the quality and effectiveness of the auditor's work. The Nomination Committee's proposals for election of auditors and resolution on fees to auditors are in line with the recommendation of the Audit Committee.
The Nomination Committee's assessment of the proposed composition of the Board of Directors
According to the Nomination Committee's opinion, the proposed Board consists of a well-balanced group of individuals in terms of competence, experience and width of different qualifications that in total complete each other. The Nomination Committee further considers that the proposed Board of Directors balances the Nomination Committee's wish to reflect the owner structure in
The current Board member
The Nomination Committee's assessment of the proposed Board members' independence
Concerning the applicable Swedish rules for independence, the Nomination Committee has assessed the independence of the proposed Board members in relation to the Company and the management as well as in relation to larger shareholders, respectively:
· The Nomination Committee considers that all of the proposed Board members are independent in relation to
· The Nomination Committee considers that all of the proposed Board members, except for
The Nomination Committee's assessment of the proposed Board fees
The Nomination Committee considers that it is important that the Board fees (including special fees for committee work) is on a level that enables recruiting and retaining high and international competitive competence to the Board of
The Nomination Committee's proposals for the Annual General Meeting 2020
The Nomination Committee proposes that the number of Board Members elected at the Annual General Meeting shall be six ordinary Board members.
The Nomination Committee proposes re-election of each of the Board Members
The Nomination Committee proposes that
The Nomination Committee proposes that
Information on the other proposed Board members are available on
Fees to the Chair of the Board and other members of the Board of Directors
The Nomination Committee proposes that Board fees are paid at
The Nomination Committee proposes that a special fee to members of the Audit Committee shall be paid at
The Nomination Committee proposes that a special fee to members of the Compensation Committee shall be paid at
The Nomination Committee proposes that no special fees shall be paid to members of the Investment Committee as the Board have informed that the Committee will expire.
Election of, and fees to, auditors
The Nomination Committee proposes that
The Nomination Committee proposes that PricewaterhouseCoopers AB is re-elected as auditor for the period until the end of the next Annual General Meeting. Subject to the approval by the shareholders of the Nomination Committee's proposal at the Annual General Meeting,
The Nomination Committee proposes that fees are paid to the company's auditors upon approval of their invoices.
The Nomination Committees proposals of Chair at the Annual General Meeting 2020
The Nomination Committee proposes
Election of members of the Nomination Committee
The Nomination Committee proposes that the Annual General Meeting elects Peter Hofvenstam (representing Nordstjernan),
Instruction for the Nomination Committee
The Nomination Committee proposes that the instruction for the committee adopted at the 2017 Annual General Meeting is replaced with the below instruction, which shall be in force from now on.
1. Members of the Nomination Committee
The Nomination Committee shall be composed of not less than three (3) and not more than four (4) members, nominated by larger shareholders in
The majority of the members of the Nomination Committee are to be independent of
Members of the Board of Directors may be members of the Nomination Committee but may not constitute a majority thereof. Neither the company's Chair of the Board nor any other member of the Board may chair the Nomination Committee. If more than one member of the Board is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in
2. Changes to the Nomination Committee
Changes to the composition of the Nomination Committee may be made in the following cases:
i. One of the members is deceased or wishes to resign in advance or one of the shareholders represented wishes to replace its appointed representative, whereby a request in relation hereto shall be sent to the Chair of the Nomination Committee (or to another member of the committee if the request relates to the Chair of the committee) and the receipt of the request shall entail that the request has been executed.
ii. A shareholder who has appointed a representative to the Nomination Committee disposes of its entire shareholding in
iii. The Nomination Committee may offer vacant positions in the committee to shareholders or members nominated by shareholders in order to ensure that the composition of the Nomination Committee reflects the ownership in
In the event of changes to the Nomination Committee, the committee shall observe the requirements set out in item 1 above. Changes to the Nomination Committee shall he announced as soon as possible.
3. The tasks of the Nomination Committee
The Chair of the Nomination Committee calls the first meeting of the committee.
The Nomination Committee shall prepare and present proposals in relation to the below to the Company's Chair of the Board of Directors, well in advance of the Annual General Meeting:
i. Election of Chair of the
ii. Fees to the Board of Directors, allocated between the Chair and the other members, as well as any fees for committee work;
iii. Election of and fees to the auditor;
iv. Election of Chair at the Annual General Meeting;
v. Election of members of the Nomination Committee for the period from the end of the Annual General Meeting until the end of the next Annual General Meeting (observing the requirements set out in item 1 above); and
vi. Changes to this instruction.
The nomination committee's proposals are to be presented in the notice of the Annual General Meeting. In relation hereto, the committee shall ensure that Nomination Committee's proposal, motivated opinion and account for the committee's work are published on
4. Quorum rules
The Nomination Committee has a quorum when at least three (3) members are present. A decision is passed where more than half of the members vote in favour of it. In the event of even votes cast, the Chair has the casting vote.
5. Attendance at Annual General Meeting
At least one member of the Nomination Committee should attend the Annual General Meeting and account for the reasons for the committee's proposals.
6. Fees
No fees shall be payable to the members of the Nomination Committee. The Committee shall be entitled to charge
7. Changes to these instructions
This instruction shall remain in force until the general meeting resolves on any changes to it.
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NOMINATION COMMITTEE
For further information, please contact
Phone: +46 705 09 77 61
E-mail: andreas.koch@attendo.com
https://news.cision.com/attendo/r/nomination-committees--proposal-for-the-annual-general-meeting-in-attendo-2020,c3056684
https://mb.cision.com/Main/13398/3056684/1209076.pdf
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