The Annual General Meeting adopted principles for the establishment of a new Nomination Committee in accordance with the proposal of Nomination Committee. The principles correspond to the principles resolved by the Annual General Meeting 2017.
For the appointment of a Nomination Committee for the AGM 2019, the Chairman of the Board of Directors is commissioned to contact three of the Company’s major shareholders, at the end of September 2018, for the purpose to establish a new Nomination Committee. The Chairman of the Board of Directors shall ask the major shareholders to appoint one representative each to form the Nomination Committee, together with the Chairman of the Board of Directors. If not otherwise resolved by the Nomination Committee, the representative of the largest owner shall be appointed the Chairman of the Nomination Committee.
In case a shareholder that has appointed a member to the Nomination Committee materially reduces his holding of shares in the Company, the member that has been appointed by such shareholder shall resign, if the Nomination Committee so decides. Instead, another major shareholder, that has become one of the Company’s three major shareholders, shall in consultation with the remaining members be offered to appoint a member of the Nomination Committee. In case a shareholder who is not represented in the nomination committee becomes one of the Company’s three major shareholders during the Nomination Committee’s work period, the Nomination Committee may resolve to offer this owner a seat on the Nomination Committee.
The members of the Nomination Committee shall be presented by the Chairman of the Board as soon as the members have been appointed, however, no later than six months prior to the AGM 2019. The Chairman of the Nomination Committee shall inform the Company if changes in the Nomination Committee occur.
No compensation for Nomination Committee work shall be paid out. The Nomination Committee shall, upon approval by the Chairman of the Board, be entitled to burden the Company with costs, for example in respect of recruitment consultants or other costs necessary for the Nomination Committee to fulfil its duties.
The Nomination Committee shall prepare and present to the AGM 2019 proposals for the following issues:
1. Chairman at the Annual General Meeting;
2. Chairman and other members of the Board of Directors;
3. Remuneration for the Board of Directors;
4. Appointment of Auditors (when appropriate);
5. Remuneration for the Auditors; and
6. The procedure of appointing a Nomination Committee for the Annual General Meeting 2020.
The company is obliged to inform the shareholders of the proposals by the Nomination committee as soon as it becomes aware of the proposals