Pursuant to the Code, Swedish companies whose shares are admitted to trading on a regulated market in Sweden shall have a nomination committee. The annual general meeting held in engcon on May 4th 2023 adopted instructions for the nomination committee’s composition and work within engcon.
Principles for appointment of the nomination committee
According to these instructions, the nomination committee is to comprise a minimum of three and a maximum of five members. The members of the nomination committee are appointed by the three largest shareholders in the Company in terms of voting rights per 31 August. If any of the three largest shareholders in terms of voting rights does not exercise its right to appoint a member, the right to appoint such member is transferred to the next largest shareholder in terms of voting rights who does not already have the right to appoint a member of the nomination committee. However not more than five more shareholders are required to be contacted unless the chairperson of the board finds specific reasons for doing so. In addition, the chairperson of the board of directors of the Company shall be a co-opted member. In his or her role as a co-opted member, the chairperson of the board of directors of the Company shall assist the nomination committee in carrying out its tasks but is not entitled to participate in its decision making. Chairperson in the Nomination Committee, unless the members agree otherwise, shall be the member appointed by the largest shareholder.
The names of the committee members are to be announced no later than six months before the next annual general meeting. According to the instructions, the task of the nomination committee is to present proposals to the annual general meeting concerning, inter alia, the number of board members and the composition of the board, including the chair of the board, and proposals concerning board fees, divided between the chair and the other board members as well as any fees for committee work. Further, the nomination committee is to present proposals concerning the chair of the annual general meeting and election of auditors and their fees, as well as proposals regarding any new instructions concerning the appointment of the nomination committee and its work.
All shareholders are entitled to submit proposals for board members to the nomination committee. The nomination committee’s proposals concerning board members, board fees and, if applicable, auditors are presented in the notice to attend the annual general meeting. A statement from the nomination committee explaining its recommendation on the composition of the board is to be published on the Company’s website when the notice to attend the annual general meeting is published.