The nomination committee is a shareholders’ committee that has responsibility for nominating directors to be appointed at the annual shareholders’ meeting.
The nomination committee is required to have at least three members, the majority of which must not be members of the board of directors. In addition, the chairman of the nomination committee is not permitted to be a member of the board of directors and the managing director or other company managers are not permitted be members of the nomination committee.
The nomination committee shall make recommendations for the chairman, other members of the board and, if applicable, auditors as well as recommendations regarding the allocation of remuneration among these persons and regarding the allocation of remuneration in respect of committee work, if any. Such recommendations shall be presented at the annual shareholders’ meeting.
According to the Swedish Corporate Governance Code a nomination committee shall propose and nominate directors and auditors to be elected by the shareholders’ meeting of a company, with the objective of supplying the shareholders’ meeting with an appropriate foundation for such decisions. The shareholders’ meeting shall elect the members of the nomination committee or decide on how such members shall be elected.
At the Annual General Meeting of our shareholders on April 26, 2013 it was resolved that Swedish Orphan Biovitrum AB (publ) will have a nomination committee consisting of four members, the Chairman of the Board of Directors and three members representing the three largest shareholders in the Company based on shareholder statistics from Euroclear Sweden AB as per the last banking day in August.
The AGM 2013 adopted Instruction & Charter for the Nomination Committee that includes the tasks of the Nomination Committee and the procedure for appointing its members. The instruction applies until the General Meeting of shareholders resolve otherwise. The document is available for download on this page.
The composition of the Nomination Committee for the 2018 Annual General Meeting was made public on November 8, 2017.
The nomination committee of the Annual General Meeting on May 9, 2018 consists of:
- Petra Hedengran, appointed by Investor AB
- Thomas Ehlin, appointed by The Fourth Swedish National Pension Fund (AP4)
- Lennart Francke, appointed by Swedbank Robur Fonder AB
- Håkan Björklund, as Chairman of the Board of Swedish Orphan Biovitrum AB (publ)
For information to shareholders on how to submit proposals to the Nomination Committee, please follow this link.