For information about the nominating committee, please contact firstname.lastname@example.org
Principles for the composition of the Nomination Committee
The Nomination Committee shall consist of representatives of the four (4) largest shareholders in terms of voting rights as of the 19 May, 2022. In the event that one of the four (4) largest shareholders waives its right to appoint a representative, the fifth largest shareholder shall be offered to appoint a representative and so on until the Nomination Committee is composed of four members.
The Nomination Committee shall propose the following resolutions to the 2023 Annual General Meeting.
- Proposal for chairman of the Annual General Meeting
- Candidates for the Board of Directors
- Candidate for the Chairman of the Board of Directors
- Proposal for the remuneration of the members of the Board of Directors and the Chairman respectively
- Proposal for remuneration for work performed in committees within the Board of Directors
- Proposal for auditors
- Proposal for the remuneration for the Company’s auditors
- Proposal on the principles for the composition of the Nomination Committee and instructions to the Nomination Committee
A member of the Nomination Committee shall make his/her seat available if the shareholder who appointed him/her is no longer one of the four largest shareholders, after which the new shareholder shall be offered the opportunity to appoint a member in order of size. However, unless there are special reasons, there shall be no changes in the composition of the Nomination Committee if only minor changes in the number of votes have taken place or the change occurs later than three months before the 2023 AGM. Changes in the composition of the Nomination Committee shall be announced in a separate press release as soon as possible.
The Chairman of the Board of Directors of the Company is responsible for contacting the largest shareholders and establishing the Nomination Committee in accordance with the procedure described below. The Chairman of the Board of Directors of the Company is also responsible for convening the Nomination Committee, once all members have been appointed, for their first meeting. The Nomination Committee shall appoint the Chairman of the Nomination Committee. The members of the Nomination Committee and the shareholders they represent shall be published on the Company’s website as soon as possible and no later than six (6) months before the 2023 Annual General Meeting, www.zordix.com.
The largest shareholders, who are entitled to appoint a representative to the Nomination Committee, shall receive a written request from the Chairman of the Board of Directors of the Company inviting them to appoint a representative to the Nomination Committee, and they shall respond as to whether or not they wish to appoint a representative to the Nomination Committee no later than seven days from the date on which the request is sent to the shareholder. The response of the major shareholders shall be:
- unconditional (i.e. approval of the appointment may not be conditional on the fulfilment of certain conditions, events or similar);
- final and binding; and
- irrevocable (i.e. a shareholder who decides not to appoint a representative may not subsequently change such decision even if the change is made prior to the announcement to the market of the members of the Nomination Committee).
If the response is not provided within the time limit set out above, the shareholder shall be deemed to have unconditionally and irrevocably decided not to appoint a representative to the Nomination Committee, and a response containing a condition shall also be treated as a decision not to appoint a representative. In the case of
- a shareholder responds that it does not wish to appoint a representative;
- gives a conditional response; or
- responds after the expiry of the specified time limit, such shareholder has thereby unconditionally and irrevocably waived its right to appoint a representative to the Nomination Committee. The Chairman of the Board shall then contact the fifth largest shareholder, etc., using the same method to appoint a representative as described above.
Requests and responses as described above shall be made in writing (e-mail shall be deemed to be in writing), filed, and the Board of Directors of the Company shall receive a copy of the documents through the Chairman of the Board of Directors. If a request is sent by ordinary mail, the registered address for shareholders in the register administered by Euroclear Sweden AB will be used.
The term of office of the Nomination Committee will run until a new Nomination Committee is appointed. The Company is responsible for the costs associated with the work of the Nomination Committee. The members of the Nomination Committee are not entitled to any remuneration from the Company.
If a member of the Nomination Committee resigns before the end of his/her term, the shareholder who appointed the resigning member shall appoint a successor, provided that the shareholder is still one of the four largest shareholders in terms of voting rights represented in the Nomination Committee. This shall be done in accordance with the procedures regarding notice, response and deadlines prescribed above, including, without limitation, reasonable time limits, irrevocable and unconditional responses and such other reasonable procedures as the Chairman of the Nomination Committee may determine. Notice shall be given, and documents shall be maintained as provided above.
In addition to the above, the Swedish Corporate Governance Code shall apply to the Nomination Committee and its work.