At the Annual General Meeting held on 26 April 2016, it was decided that the Nomination Committee shall comprise 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 OEM 2016 names of the members and the names of the shareholders they represent shall be published at least six months before the 2017 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 on 14 October 2016 and a change was made to its composition on 8 February 2017. The composition of the Nomination Committee is available for viewing on OEM’s website, www.oem.se, 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 2017 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.