The annual general meeting on 5 May 2021 resolved to adopt an instruction to the Nomination Committee, which shall apply until further notice.
Principles for appointment of the Nomination Committee
According to the instruction to the Nomination Committee, the Nomination Committee shall prior to the annual general meeting be composed of (i) representatives of the three largest shareholders of the Company in terms of votes, who are registered in the share register maintained by Euroclear Sweden on the last trading day in August each year, and (ii) the chair of the board of directors, who shall also convene the Nomination Committee to its first meeting. The Nomination Committee shall meet the requirements of composition set out in the Code.
The current composition of the Nomination Committee was announced on OX2’s website and disclosed through a press release on 4 November 2021. The Nomination Committee comprises:
- Johan Wieslander (chairman), appointed by Peas Industries,
- Øistein Widding, appointed by Altor, and
- Jesper Bergström, appointed by Handelsbanken Fonder.
In addition, the chair of the board of OX2 AB, Johan Ihrfelt, is a member of the Nomination Committee.
The shareholders who have appointed the members of the Nomination Committee represent approximately 71 per cent of the votes and shares in the Company.
The name of the members in the Nomination Committee and the shareholders they represent shall normally be made public on the Company’s website at the latest six months prior to the annual general meeting. At its first meeting, the Nomination Committee shall appoint a chair amongst its members. The mandate period of the Nomination Committee shall extend until the next Nomination Committee is appointed. Changes in the composition of the Nomination Committee shall be made public on the website of the Company as soon as they have occurred.
Instruction of the Nomination Nommittee
The members of the Nomination Committee are to promote the common interests of all shareholders and not to reveal the content or details of nominations discussions unduly. Each member of the Nomination Committee is to consider carefully whether there is any conflict of interest or other circumstance that makes membership of the Nomination Committee inappropriate before accepting the assignment.
Tasks of the Nomination Committee
The nomination committee shall fulfil the tasks set out in the Code and shall, when applicable, present proposals to an upcoming general meeting as regards:
- Election of the chair of the general meeting;
- The number of members of the Board of Directors to be elected by the general meeting;
- Election of the chair and the members of the Board of Directors;
- Fees and other remuneration to each of the elected board members and to the members of the Board of Director’s committees;
- Election of the auditor/auditors;
- Remuneration to the auditor/auditors;
- Principles for the composition of the Nomination Committee; and
- Any changes regarding the instructions for the Nomination Committee.
The Nomination Committee has the right, at the company’s expense, to engage external consultants whom the Nomination Committee considers necessary to fulfil its task.