Principles for the Nomination Committee
Midsona shall have a Nomination Committee composted of members appointed by the three largest shareholders and the Chairman of the Board.
The largest shareholders will be contacted by the Chairman of the Board of the Company on the basis of the Company's list of registered shareholders provided by Euroclear Sweden as per the last bank day in August. Further to having been contacted, the shareholders shall reply within 14 days as to whether they wish to participate in the work of the Nomination Committee or not. Should one of the three largest shareholders relinquish their right to appoint a member of the Nomination Committe, the next shareholder in size shall be given the opportunity to appoint a member, and in such case shall state within one week whether they which to participate or not. The names of the three representatives and the names of the shareholders who proposed them shall be announced as soon as the Nomination Committee has been appointed, and at least six months before the date of the AGM. If on the occation three shareholders have not notified their wish to participate in the Nomination Committee, the Nomination Committee may be composed of fewer members.
The term of office of the Nomination Committe shall last until such time as a new Nominations Committee is appointed.
The Chairman of the Nomination Committee, unless the members agree otherwise, shall be the member who is appointed by the largest shareholder. However, the first meeting of the Nomination Committee shall be opened by the Chairman of the Company. Should a member leave the Nomination Committee before its work has been completed, the shareholder who appointed such member shall have the right to appoint a new member. The Company shall not pay any fees or remuneration to members of the Nomination Committee.
Should a significant change take place in the Company's shareholder structure, and a shareholder who after such significant change of shareholder structure becomes one of the three largest shareholders, and presents a desire to participate in the Nominations Committee, the Nomination Committee shall offer such place by either deciding that such shareholder shall replace the shareholder who has become the smallest shareholder as per voting rights after the change of shareholder structure, or decide to enlarge the Nomination Committee with an additional member, albeit with a maximum of five members. Should one of the members of the Nomination Committee leave for any other reason or cease to represent the shareholder who appointed such member before the mandate of the Nomination Committee has been completed, and if the appointed member so requests, they may be replaced by a new member appointed by the shareholder. Changes to the composition of the Nomination Committee shall be announced as soon as such changes have taken place.
The Nomination Committee shall prepare and submit proposals to the AGM with regard to the following items:
- Election of a Chairman to preside over the AGM
- Election of the Chairman of the Board and other Board Members
- Fees to be paid to the Board, divided between the Chairman and other members, as well as remuneration for committee work
- Election and remuneration of the auditors and deputy auditors (where applicable)
- Principles regarding the composition of the Nomination Committee
The Nominations Committee shall have the right to incur costs on behalf of the Company for services such as recruitment consultants and other consultants that may be required to enable the Nomination Committee to fulfil its mandate. The Nomination Committee, in conjunction with its mandate in general, shall fulfil its tasks in accordance with the Swedish Code of Corporate Governance.