Governance

Nomination Committee

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. 

The Annual General Meeting has adopted instructions for the Nomination Committee, which can be downloaded below. 

Principles for Appointment of the Nomination Committee 

Members

At the 2017 Annual General Meeting, it was decided that Gunnebo’s Nomination 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 Nomination Committee ahead of the AGM on April 11, 2019:

  • Dan Sten Olsson, appointed by Stena Adactum 
  • Mikael Jönsson, appointed by Vätterledens Invest 
  • Ricard Wennerklint, designated by If Non-life Insurance 
  • Martin Svalstedt, Chairman of the Board of Gunnebo AB

The Nomination Committee represents approximately 53.1% of the number of votes in Gunnebo AB in accordance with the ownership structure on August 31, 2018.

Recommendations

Shareholders who wish to submit proposals to the Nomination Committee may send their recommendations to the Nomination Committee at the following address: 

Gunnebo AB Election Committee 

Box 5181 

402 26 Gothenburg 

Or by e-mail to: valberedningen@gunnebo.com 

The Nomination Committee's proposal is announced at the latest in connection with the notice convening the Annual General Meeting.