At the Annual General Meeting held on 22 April, 2013, it was decided that the Nomination Committee shall consist of one representative from each one of no less than three and no more than four of the company’s largest shareholders and the Chairman of the Board, unless he/she is a member as a shareholder representative. If a shareholder does not exercise his/her right to appoint a member, the next largest shareholder in terms of voting rights is entitled to appoint a member in the Nomination Committee. The names of the members and the names of the shareholders they represent shall be published at least six months before the 2014 Annual General Meeting and shall be based on the known number of votes immediately before publication. The term of office of the Nomination Committee shall run until a new Nomination Committee is appointed. The Chairman of the Nomination Committee shall be the Chairman of the Board. Should there be any significant changes in the company’s ownership structure after the appointment of the Nomination Committee, the composition of the Nomination Committee shall also be changed in line with the principles above. Shareholders who appointed a representative to be a member of the Nomination Committee shall be entitled to dismiss such a member and appoint a new one and also appoint a new representative if the member appointed by the shareholder chooses to withdraw from the Nomination Committee. Changes to the composition of the Nomination Committee shall be published as soon as such changes are made. The composition of the Nomination Committee was published with the interim report on 17 October 2013. The composition of the Nomination Committee is available for viewing on OEM’s website, www.oem.se (see under The company/Corporate governance/Nomination Committee).
The Nomination Committee shall prepare proposals for the following items of business to be presented for resolution at the 2014 Annual General Meeting:
• proposal for a Chairman for the Meeting
• proposal for members of the Board of Directors
• proposal for Chairman of the Board of Directors
• proposal for remuneration of the Board of Directors
• proposal for remuneration for any committee work
• proposal for auditors
• proposal for auditors’ fees
• proposal for a resolution regarding the Nomination Committee
The Nomination Committee shall discharge its duties as required by the Swedish Code of Corporate Governance and may, if necessary, take independent professional advice at the company’s expense in the furtherance of its work.
The Nomination Committee for the 2014 Annual General Meeting is composed of:
• Lars-Åke Rydh, Chairman of the Board and also Chairman of the Nomination Committee
• Jerker Löfgren, Orvaus AB
• Hans Franzén
• Agne Svenberg
• Bengt Stillström, AB Traction
The Nomination Committee held a minuted meeting where it acquainted itself with the assessment of the work of the Board of Directors during the past year and discussed the composition of the Board of Directors. The Nomination Committee’s proposals to the Annual General Meeting will be presented in the notice of the Annual General Meeting and on the company’s website. The composition of the Nomination Committee above deviates from the regulations of the Code, which stipulate that the majority are members of the Board, that not more than one of the Board Members on the Committee may be dependent on large shareholders and that a Board Member should not be a Chairman of the Nomination Committee. It is deemed that it is reasonable for a company of this size to have a Nomination Committee that is represented by the largest shareholders and that some of these also serve as Board Members.