The Nomination Committee prepares information that will be used as a basis for decisions at the general meeting concerning the election of the board of directors, the chairman of the board, the auditors and the chairman of the annual general meeting, fees to the board and auditors, as well as principles for the Nomination Committee. See more about the work of the Nomination Committee below.
The Board of Directors has decided to establish a nomination committee consisting of the chairman of the nomination committee plus Marinus Blaabjerg Sørensen and one other member nominated by the largest shareholders, as recorded in the register of shareholders.
NA, chairman of the Nomination Committee board
Marinus Blaabjerg Sørensen, member of the Nomination Committee board and chairman of the Board of Directors
NA, member of the Nomination Committee board
Proposals from shareholders for the Nomination Committee may be sent either to individual members of the Nomination Committee or directly to:
New Nordic Healthbrands AB
Södra Förstadsgatan 3
211 43 Malmö
An account of the work of the Nomination Committee ahead of each AGM starting from 2021, will available in a separate document on every nomination committee page.
Starting from the 2021 annual general meeting, the members of New Nordic’s Nomination Committee are elected by the General Meeting.
The work of the Nomination Committee
The election and remuneration of the Board of Directors and the auditor are to be prepared in a structured, clearly stated, shareholder‐governed process that provides conditions for well‐informed decision‐making.
The sole task of the Nomination Committee is to propose decisions to the shareholders’ meeting regarding electoral and remuneration issues and, where applicable, procedural issues for the next Nomination Committee. Regardless of how they are appointed, members of the Nomination Committee are to promote the common interests of all shareholders. Committee members are not to reveal the content and details of nominations discussions unduly. Each member of the Nomination Committee is to consider carefully whether there is a conflict of interest before accepting the assignment.
1. The Nomination Committee is to propose candidates for the post of chair and other members of the board, as well as fees and other remuneration to each member of the board. In its assessment of the board’s evaluation and in its proposals about the size and composition of the board that enables it to manage the company’s affairs efficiently and with integrity. The Nomination Committee is to give particular consideration to the requirements regarding breadth and versatility on the board, as well as the requirement to strive for gender balance.
The Nomination Committee is also to present proposals on the election and remuneration of the statutory auditor.
2. The shareholders’ meeting is to appoint members of the Nomination Committee or to specify how they are to be appointed. This decision is to include procedures for replacing members of the Nomination Committee who leave before its work is concluded.
3. The Nomination Committee is to have at least three members, one of whom is to be appointed committee chair. The majority of the members of the Nomination Committee are to be independent of the company and its executive management. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. At least one member of the Nomination Committee is to be independent of the company’s largest shareholder in terms of votes or any group of shareholders that act in concert in the governance of the company.
4. Members of the Board of Directors may be members of the Nomination Committee but may not constitute a majority thereof. Neither the company chair nor any other member of the board may chair the Nomination Committee. If more than one member of the board is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the company.
5. The company is to announce the names of members of the Nomination Committee on its website no later than six months before the Annual General Meeting. If any committee member has been appointed by a particular owner, that owner’s name is to be stated. If any member leaves the committee, this information is to be announced. If a new member is appointed to the Nomination Committee, the corresponding information about the new member is to be provided. The website is also to provide information on how shareholders may submit recommendations to the Nomination Committee.
6. The Nomination Committee’s proposals are to be presented in the notice of a shareholders’ meeting where the elections of board members or auditors are to be held as well as on the company’s website. When the notice of the shareholders’ meeting is issued, the nomination committee is to issue a statement on the company’s website explaining its proposals regarding the Board of Directors with regard to the requirements concerning the composition of the board contained in Swedish Corporate Governance Code rule 4.1. The committee is to provide specific explanation of its proposals with respect to the requirement to strive for gender balance contained in Swedish Corporate Governance rule 4.1. If the outgoing chief executive officer is nominated for the post of chair, reasons for this proposal are also to be fully explained. The statement is also to include an account of how the nomination committee has conducted its work.
The following information on candidates nominated for election or re‐election to the board is to be posted on the company’s website:
the candidate’s year of birth, principal education and professional experience,
any work performed for the company and other significant professional commitments,
any holdings of shares and other financial instruments in the company owned by the candidate or the candidate’s related natural or legal persons,
whether the Nomination Committee, in accordance with Code rules 4.4 and 4.5, deems the candidate to be independent of the company and its management, as well as of major shareholders in the company. Where circumstances exist that may call this independence into question, the Nomination Committee is to justify its position regarding candidates’ independence,
in the case of re‐election, the year that the person was first elected to the board.
7. At a shareholders’ meeting where the election of board members or auditors is to be held, the Nomination Committee is to present and explain its proposals with regard to the requirements concerning composition of the board contained in rule 4.1. The committee is to provide specific explanation of its proposals with respect to the requirement to strive for gender balance contained in Swedish Corporate Governance rule 4.1.