Inwido’s Annual General Meeting decides on procedures regarding the appointment and work of the nominating committee. The duties of the nominating committee include the preparation and drafting of proposals regarding the election of directors, the Chairman of the Board, the chairman of the general meeting and auditor, as well as proposals concerning fees for the members of the Board, members of any Board committees, and the auditor.
It was decided at the extra ordinary general meeting, held 8 July 2014, that the nomination committee would be composed of the representatives of the three largest shareholders in the share register provided by Euroclear Sweden per 30 September each year* along with the Chairman of the Board, who shall also call the Nomination Committee to its first meeting. The member of the nomination committee representing the shareholders with the most votes shall be elected to Chairman of the nomination committee. In the event and if, earlier than two months before the general meeting, one or more shareholders who appointed members of the nomination committee no longer are among the three largest shareholders, the members appointed by such shareholders shall resign and the shareholder who has become one of the three largest shareholders shall be entitled to appoint one representative.
In the event that a member of the nomination committee leaves the committee before its work is completed and the nomination committee finds it desirable to appoint a substitute, such substitute shall be appointed from the same shareholder or, if the shareholder is no longer among the largest shareholders, the shareholder who is next in terms of size. The composition of the nomination committee prior to each general meeting shall be published no later than six months before the general meeting. No compensation shall be paid to the members of the nomination committee. Any necessary expenses of the nominating committee should be carried by the Company. The nominating committee shall serve until the composition of the next nomination committee has been published.
*Sorted by voting power (grouped by owners). If there are nominee registered shareholdings, such shareholdings shall only be considered if the nominee has reported the identity of the underlying shareholder to Euroclear Sweden or if the Company – without taking any measures on its own – receives other information that evidences the identity of the underlying shareholder.