Nominating committee

Instructions for nominating committee

The nominating committee shall consist of a minimum of three and a maximum of five members. The annual general meeting elects at least three members to the nominating committee. One or several of these must represent shareholders who, at the end of the month preceding the sending of the notice of the annual general meeting, are major shareholders and who declared their willingness to participate in the work of the nominating committee. One member should represent the minor shareholders and one member can be the chairman of the board.

A chairman of the nominating committee must be elected at a constitutive meeting. The chairman of the board shall not be chairman of the nominating committee. In order to replace resigning members or to better reflect the shareholder structure, the nominating committee can offer other major shareholders to be represented on the nominating committee. If such an offer is made, it must go in order of priority to the largest shareholders who are not already represented on the committee. If a member represents a major shareholder who has sold the majority of his shareholding and who subsequently no longer represents any of the five largest shareholders, the nominating committee must decide whether the member should remain on or resign from the committee. The company shall announce changes in the composition of the nominating committee as soon as the changes have taken place.

The nominating committee must act in the interest of all shareholders and work before each annual general meeting to be able to submit proposals for:

  • Chairman at the annual general meeting
  • Number of board members
  • Board members and chairman of the board
  • Directors’ fees
  • Possible compensation for committee work and for the chairman of the nominating committee
  • Auditors and fees to the auditors
  • Members of the nominating committee in accordance with the principles above
  • Proposals for updating the nominating committee instructions, if necessary

No compensation shall be paid to the members of the nominating committee who are appointed and represent major shareholders, including the chairman of the board. The member who is appointed chairman of the nominating committee and/or represents the minor shareholders must be compensated by the company. The company shall otherwise be responsible for reasonable costs associated with the execution of the nominating committee’s tasks.

These instructions were established at the annual general meeting in Gävle on 11 June 2019.


Shareholders who wish to submit proposals to the nominating committee can contact them via email:

Nominating committees