A nomination committee shall be appointed for a term of office ending when a new nomination committee is appointed for preparation and submission of proposals to the shareholders at the Annual General Meeting regarding:
- Chairman at the meeting,
- number of members of the board,
- election of the members of the board and the Chairman of the board,
- remuneration to the Chairman of the board, the members of the board and members of the committees,
- election of auditors,
- remuneration to auditors, and
- other questions that may matter to a nomination committee according to the Swedish Code of Corporate Governance.
The nomination committee shall consist of four members, who shall be appointed in accordance with the following:
The nomination committee in INVISIO have to consider the interests of all shareholders and ensure a professional preparation of a number of important issues concerning the board work in the company, to be resolved on by the general meeting. Three members of the nomination committee shall normally be appointed by the three largest shareholders of the company and the fourth shall be the Chairman of the board.
The Chairman of the board shall, before the end of the third quarter, contact the three largest shareholders in the company, who may appoint one member each to the nomination committee. If any of the largest shareholders, then or at any time during the year, refrains from such representation, the Chairman of the board shall request the owner who is next in size to appoint a member. The analysis of the ownership shall be based on Euroclear's list of registered shareholders and on any other circumstances known by the Chairman of the board. To begin the preparation for the next Annual General Meeting, the Chairman of the board shall summon to a meeting with the nomination committee during September or October.
If a member voluntarily resigns from the nomination committee, the shareholder that appointed the resigning member shall in such case be asked to appoint a new member, provided that the ownership structure has not significantly changed.
If the ownership structure in the company has significantly changed, the nomination committee may choose to change its composition so that the nomination committee adequately reflects the ownership structure in the company. Even if there are changes in the ownership structure, no changes have to be done to the composition of the nomination committee if the changes are minor or a change occurs less than three months prior to an Annual General Meeting, if it is not motivated due to special circumstances.
The Chairman of the nomination committee is the member who represents the largest shareholder in terms of votes, if the members have not agreed otherwise. The Chairman of the board or another member of the board shall however not be the Chairman of the nomination committee.
The nomination committee is encouraged to contact both larger shareholders, which have not appointed a member of the nomination committee, and representatives for minor shareholders, in order to determine their views on the concerns of the nomination committee.
No remuneration will be paid to the members of the nomination committee. The nomination committee has however a right to request that the company pays for reasonable costs, such as costs for recruitment consultants, if it is considered necessary in order to find a suitable selection of candidates for the board.
This instruction for the nomination committee is valid until a future general meeting resolves to change it.
Nominating Committee members ahead of 2020 AGM
Ahead of the 2020 Annual General Meeting, the Nominating Committee consisted of the following members:
- Simon Vesterby Kold, chairing the Nominating Committee and representing Novo Holdings.
- Lennart Francke, representing Swedbank Robur fonder.
- Claus Berner Møller, representing ATP.
- Annika Andersson, Chairman of the Board.
Contact the Nominating Committee
Shareholders who wish to submit proposals to the Nominating Committee can e-mail to: firstname.lastname@example.org or send ordinary mail addressed to: The Nominating Committee, INVISIO AB, P O Box 151, SE 201 21 Malmö, Sweden. To enable their consideration, proposals should be submitted to the Nomination Committee by no later than December 31.