Principles for appointing Nominating Committee
The Chairman of the Board ensures, at the latest by the end of the third quarter, that the Company’s four largest shareholders or owner groups are given the opportunity to appoint one representative each to the Nominating Committee. If one or more of the shareholders do not wish to appoint a member of the Nominating Committee, the next shareholder in terms of ownership will be contacted and will be allowed to appoint a member of the Nominating Committee. The Chairman of the Board is the convener of the Nominating Committee. The Chairman of the Nominating Committee must be a member of the Nominating Committee who represents the largest shareholder in terms of votes, unless the members of the committee agree otherwise.
If a member leaves the Nominating Committee before its work is complete and the committee deems it appropriate, the Nominating Committee will request the same shareholder, or if this shareholder is no longer one of the major shareholders, the next largest shareholder, to appoint a substitute. Any such changes will be announced on the Company’s website.
The Nominating Committee prepares proposals to be presented at the Annual General Meeting for resolution, including the Chairman of the General Meeting, the number of Directors and Deputy Members, the remuneration to the Board of Directors and Auditor, and the election of the Chairman of the Board, other Board Members and the Auditor.
The term of office of the Nominating Committee runs until a new nominating committee is appointed. The Nominating Committee does not receive any remuneration. However, it is entitled to use reasonable resources, such as external consultants, to the extent it considers necessary on behalf of the Company. The Annual General Meeting in 2017 resolved that the principles adopted for the Nominating Committee will apply until further notice.