According to the Swedish Code of Corporate Governance ("the Code"), listed companies must have a nomination committee representing the company's shareholders. The Nomination Committee is thus the AGM's body for the preparation of certain appointment decisions to be taken by the Annual General Meeting.
The Nomination Committee's main task is to propose the chairman and other members of the Board of Directors and, where applicable, the auditor. In connection with the nomination committee proposing a member of the board, the Nomination Committee shall indicate whether the member of the Nomination Committee is to be regarded as independent in relation to the company and the company management and major shareholders in the company as well.
The Nomination Committee shall furthermore propose a person to the Annual General Meeting's election of the chairman of the meeting. The Nomination Committee also prepares proposals for remuneration to the Board members and the auditor.
In accordance with the AGM's decision, the members of the Nomination Committee shall consist of the Chairman of the Board and one representative each for the three largest shareholders on the last banking day of August each year. If such shareholders do not wish to appoint a member of the Nomination Committee, the fourth largest registered owner shall be asked, etc. The members thus appointed together with the Chairman of the Board as convening, shall constitute the Nomination Committee.
It was resolved during AGM 2017 to approve the Nomination Committee’s proposal regarding appointment of members of the Nomination Committee to be applied until further notice.
The Annual General Meeting has adopted instructions for the Nomination Committee, which can be downloaded below.
Principles for Appointment of the Nomination Committee
Gunnebo’s Nominations Committee shall comprise one representative of each of the three largest shareholders on last banking day of August every year, along with the Chairman of the Board. This means that the following representatives make up the Nominations Committee ahead of the AGM on 5 May 2021:
• Anders Wassberg, appointed by Stena Adactum AB
• Mikael Jönsson, appointed by Vätterledens Invest AB
• Fredrik Ahlin, appointed by IF Skadeförsäkrings AB (publ)
• Panu Routila, Chairman of the Board of Gunnebo AB and convener
The Nomination Committee represented approximately 54% of the number of votes in Gunnebo AB in accordance with the ownership structure on 31 August 2020.
Shareholders in Gunnebo are welcome to submit their proposals to the Nomination Committee by 24 March 2021, at the latest, to Gunnebo AB, Att: Valberedningen, Box 5181, 402 26 Gothenburg or by e-mail to email@example.com.
The Nomination Committee's proposal is announced at the latest in connection with the notice convening the Annual General Meeting.