The Nomination Committee
The Nomination Committee consists of the Chairman
Chairman of the Annual General Meeting
The Nomination Committee proposes that
Election of Directors and Chairman of the Board and Auditor, and fees payable to such
The Nomination Committee proposes that the Board of Directors shall consist of four (4) persons and no deputies.
The Nomination Committee proposes re-election of Mattias Klintemar and
Kerstin Valinder Strinnholm brings more than 30 years of international pharma experience. She has worked in leading positions at e.g.
The Nomination Committee proposes that an aggregate fee of
The Nomination Committee proposes, in accordance with the Board of Directors recommendation, re-election of
The Nomination Committee proposes that fees to the Auditor, for a period until the end of the next Annual General Meeting, are to be paid as per approved invoice.
The Nomination Committees proposal for principles establishing the Nomination Committee and its work
The Nomination Committee proposes that the Annual General Meeting assigns a Nomination Committee according to the following principles. The Annual General Meeting assigns the Chairman of the Board of Directors to contact the three largest shareholders in term of votes or owner groups (hereby referred to both directly-registered shareholders and nominee-registered shareholders), according to a transcript of the share register maintained by
If any of the three largest shareholders or owner groups declines to elect a representative, the fourth largest shareholder or owner group will be asked, and so on, until the Nomination Committee consists of four members. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee is to be independent of the Company's largest shareholder in term of votes, or any group of shareholders that act in concert in the governance of the Company. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. Board members may be members of the Nomination Committee but may not constitute a majority thereof. If more than one Board member is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the Company. The Nomination Committee appoints Chairman within the Committee. Neither the Chairman of the Board of Directors nor any other Board member may be Chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than six months prior to the 2023 Annual General Meeting. In the event that one of the members of the Nomination Committee resigns before the Committee's work is completed and if the Nomination Committee is of the opinion that there is a need to replace the member, the Nomination Committee shall as soon as possible appoint a new member according to the principles above based on a transcript of the share register maintained by
The Nomination Committee shall submit proposals on the following issues for resolution by the 2023 Annual General Meeting:
a) Proposal for Chairman of the Meeting
b) Proposal for the Board of Directors
c) Proposal for Chairman of the Board of Directors
d) Proposal for fees to the Board of Directors, with distribution between the Chairman and other Board members
e) Proposal for Company Auditors
f) Proposal for fee to Company Auditors
g) Proposal for principles for establishing the Nomination Committee for the 2024 Annual General Meeting.
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