Principles for the committee
1. Number of members
The Nomination Committee shall consist of the Chairman of the Board and three members, who shall represent the three largest shareholders in terms of voting rights, each of whom shall be represented by one member.
2. Appointment of members
During the third quarter of each fiscal year, the Chairman of the Board shall contact the three largest shareholders in terms of voting rights in Hemtex and make a request as to their representatives for the Nomination Committee. If several shareholders have reached an agreement regarding long-term collaboration on shareholder issues (consortium) through, for example, the joint exercise of voting rights at Hemtex’s Annual General Meeting, and have informed Hemtex’s Board in this respect prior to the beginning of the third quarter, the Chairman of the Board is entitled to treat these shareholders as a single shareholder and offer the consortium the opportunity to appoint a joint representative to the Nomination Committee, assuming that the shareholders making up the consortium are among the three largest shareholders in Hemtex in terms of voting rights.
If several consortiums notify the Board, the aforementioned shall apply solely to one consortium, whereby the consortium that represents the most voting rights in Hemtex shall have precedence over other consortiums.
If none of the three largest consortiums wishes to appoint a representative to the Nomination Committee, this opportunity shall instead pass to the next largest shareholder that has not yet been asked. With the exception of the Chairman of the Board, the members of the Nomination Committee should not be Board members, presidents or other senior executives at Hemtex or its subsidiaries.
The names of the members and the shareholders that they represent shall be made public no later than six (6) months prior to the next Annual General Meeting. The Chairman of the Board shall be the convener of the Nomination Committee’s first meeting, at which the Chairman of the Nomination Committee shall be elected.
3. Period in office
The Nomination Committee’s period in office extends up to the stage at which a new committee is appointed.
4. Chairman of the Nomination Committee
The Nomination Committee shall appoint a Chairman from among its members, who must not be the Chairman of the Board. If the members fail to agree in this respect, the member representing the largest shareholder shall be appointed Chairman of the Nomination Committee.
5. Changes in the composition of the Nomination Committee
If, during the period in office, any of the shareholders that have appointed members to the Nomination Committee no longer qualify as one of the three largest shareholders, such a shareholder shall vacate his/her position and the party or parties who have become one of the three largest shareholders shall instead be offered the opportunity to appoint a representative. However, unless there are specific reasons, no change in the composition of the Nomination Committees shall occur if only marginal changes have occurred in the number of voting rights or if the change occurs within two months ahead of the Annual General Meeting.
Shareholders who have appointed a member of the Nomination Committee are always entitled to remove a member and appoint a new representative. If any member of the Nomination Committee prematurely vacates the position, the shareholder represented by the member shall have the opportunity to appoint a replacement.
Any changes in the composition of the Nomination Committee shall be made public as soon as they have occurred.
6. Remuneration
No remuneration shall be paid to members of the Nomination Committee.
However, members of the Nomination Committee shall be reimbursed by Hemtex for reasonable expenses and costs, such as the cost of external consultants that are viewed as being necessary for the work of the Nomination Committee. In addition, Hemtex shall, at the request of the Nomination Committee, provide personnel resources such as a secretarial function, to facilitate the work of the Nomination Committee.
7. Nomination Committee’s tasks
Ahead of the forthcoming Annual General Meeting, the Nomination Committee shall present proposals regarding:
i. Chairman of the Annual General Meeting
ii. The number of Board members and deputy members
iii. Board members
iv. Chairman of the Board
v. Auditors (whenever applicable)
vi. Remuneration of the Chairman of the Board and other Board members
vii. Auditors’ fees
viii. Principles underlying the Nomination Committee
The Nomination Committee’s proposals concerning the above matters shall be presented by the notice convening the Annual General Meeting.
In addition, the Nomination Committee shall fulfill the obligations deriving from the Swedish Code of Corporate Governance, such as providing the company with certain information to permit the company to meet its information obligations pursuant to the Code.
