A Nomination Committee has been appointed for Sectra’s 2021 Annual General Meeting. The original composition of Sectra’s Nomination Committee was published in a press release on December 22, 2020. After a change of SEB representative announced in a press release April 16, 2021, Sectra’s Nomination Committee ahead of the 2021 Annual General Meeting comprises the following members:
- Torbjörn Kronander (for own and related parties’ shareholdings)
- Jan Särlvik (representing Nordea Investment Funds)
- Elisabet Jamal Bergström, representing SEB Investment Management (representing SEB Investment Management)
- Jan-Olof Brüer (in his role as Chairman of the Board and for own and related parties’ shareholdings)
Jan Särlvik, who is representing the fourth-largest shareholder in terms of votes, will be appointed Chairman of the Nomination Committee. Torbjörn Kronander, the company’s largest shareholder in terms of votes, has decided to abstain from the chairmanship due to his role as CEO and President of Sectra AB.
The Nomination Committee will prepare and submit proposals regarding:
- election of the Chairman of the Board and other Board members
- allocation of Board fee payments to the Chairman and other members of the Board and potential remuneration for committee work
- election of and fees to the auditors and deputy auditors (where applicable)
- decisions on amendments to the Nomination Committee instructions, if the Nomination Committee deems such amendments to be necessary
- Chairman of the Annual General Meeting
As of November 30, 2020, the members of the Nomination Committee represented a total of approximately 49% of the votes and 43% of the shares of Sectra.
The composition of the Nomination Committee is in accordance with the instructions adopted at the 2020 Annual General Meeting. Pursuant to these instructions, the Nomination Committee was formed on the basis of known shareholdings in the company as of October 31, 2020 and comprises four members, one of whom is the Chairman of the Board and three of whom represent the largest shareholders in the company based on the number of votes. Should one of the largest shareholders in terms of voting rights have waived their right to appoint a member of the Nomination Committee, the next shareholder in order of size has been given the opportunity to appoint a member.
September 8, the AGM 2020 resolved to appoint a Nomination Committee in accordance with the following principles and to adopt the following instruction to the Nomination Committee.
The Chairman of the Board shall, not later than November 30 the year before the AGM contact the three largest shareholders in the company (based on the numbers of votes), each of which is then entitled to appoint a member to the Nomination Committee. Should any of the three largest shareholders waive the right to appoint a member to the Nomination Committee, the next shareholder in terms of the largest number of votes shall be offered the opportunity to appoint a member to the Nomination Committee. In addition, the Chairman of the Board is a member of the Nomination Committee. The Chairman of the Board convenes the Nomination Committee to the first meeting.
The member who represents the shareholder with the largest number of votes shall be appointed Chairman of the Nomination Committee. The Nomination Committee’s mandate period extends until a new Nomination Committee is appointed. Should a member resign from the Nomination Committee in advance, an alternate shall be appointed in accordance with the principles above. The composition of the Nomination Committee shall be announced not later than six months prior to the AGM.
The Nomination Committee is composed based on the known shareholding of the company as per October 31 each year. If significant changes occur in ownership after the Nomination Committee is formed, the composition of the Nomination Committee can also be changed in accordance with the principles above. Changes in the Nomination Committee shall be disclosed immediately.
The Nomination Committee shall prepare and to the AGM propose:
- Election of the Chairman of the Board and other members of the Board,
- Board fees divided between the Chairman of the Board and other members as well as any remuneration for committee work,
- Election of and fees to the auditors and deputy auditors (if applicable),
- Resolution regarding any change to the instruction to the Nomination Committee, if the Nomination Committee considers such a change necessary, and
- Chairman of the AGM.
The Nomination Committee shall carry out its assignment in accordance with the Swedish Corporate Governance Code, as applicable from time to time (the “Code”). Accordingly, the members of the Nomination Committee will look after the interests of all shareholders and not disclose what may have taken place during the work in the Nomination Committee. The Nomination Committee shall be responsible for the company receiving any information about the proposed members of the Board etc that the company needs in order for the company to fulfill its obligations under the Code. The company shall, if necessary, assist the Nomination Committee with administration and the Nomination Committee shall be entitled to take on costs for the company for such external advisors that the Nomination Committee considers to be essential in order for it to be able to complete its assignment. No fees are paid to members of the Nomination Committee.
This instruction to the Nomination Committee shall remain in force until the AGM determines differently.
Shareholders who wish to submit proposals may do so in writing to the Nomination Committee by email: email@example.com, or by mail: Sectra AB, Attn. Nomination Committee, Teknikringen 20, SE-583 30 Linköping, Sweden.
In order for a proposal to be addressed, the Nomination Committee must have received it in good time prior to the publication of the notice of the AGM.
The Nomination Committee’s proposals will be presented in the notice of the AGM and made available on the company’s website not earlier than six weeks and not more than four weeks prior to the Meeting date.