In September 2017 at an extraordinary General Meeting, Balco adopted an instruction regarding the appointment of the Nomination Committee, applicable until the General Meeting resolves otherwise. Pursuant to this instruction the company shall have a Nomination Committee comprising one representative for each of the four principal shareholders in terms of votes, based on the information received from Euroclear Sweden AB on the last day of August, as well as the Chairman of the Board (convenor).
The Nomination Committee ahead of the AGM 2024 comprises of the following members:
- Carl-Mikael Lindholm, appointed by Family Hamrin (Chairman of the Nomination Committee)
- Annica Nordin, appointed by Skandrenting AB
- Magnus Sjöqvist, appointed by Swedbank Robur Fonder
- Claes Murander, appointed by Lannebo Fonder
- Ingalill Berglund, Chairman of the Board of Balco Group.
The Nomination Committee shall in advance of the Annual General Meeting prepare suggestions regarding the Chairman of the Meeting, number of Board members, fees to be paid to the Chairman of the Board and Board members, election of Board members and Board Chairman, remuneration to the auditor and election of auditor and, if necessary, proposal for changes in the instruction to the Nomination Committee.
According to the Code, the company must have a nominations committee charged with submitting to the annual general meeting proposals for a chairperson for the meeting, the board of directors, the chairperson of the board of directors, auditors, directors’ fees (broken down between the chairperson and other directors and compensation for committee work), the auditors’ fees and, to the extent deemed necessary, proposals for changes in the instructions for the nominations committee. The nominations committee instructions for Balco were adopted at an extraordinary general meeting of the shareholders held on 11 September 2017.
Prior to each annual general meeting, the nominations committee for Balco shall consist of representatives of the four largest shareholders in terms of votes as set forth in the share register maintained by Euroclear Sweden on 31 August (the year prior to the meeting) and the chairperson of the board of directors. As soon as possible after 31 August of the year prior to the annual general meeting, the chairperson of the board of directors shall convene the nominations committee for its first meeting. The member of the committee who represents the largest shareholder in terms of votes shall be appointed chairman of the nominations committee. The chairman of the board of directors may not serve as the chairman of the nominations committee. The composition of the nominations committee prior to the annual general meeting shall be made public as soon as possible after the members have been appointed as set forth above.
In the event that, earlier than three months prior to the annual general meeting, one or more shareholders who appointed members of the nominations committee are no longer one of the largest shareholders in respect of votes, the members appointed by such shareholder(s) shall resign their positions and the shareholder or shareholders who became one of the four largest shareholders in respect of votes shall be entitled to appoint its representatives.
In the event a member resigns from the nominations committee before its work is completed and the nominations committee concludes that it would be desirable for a replacement to be appointed, such replacement shall be appointed by the same shareholder or, if such shareholder is no longer one of the largest shareholders in terms of votes, from the shareholder who is the next largest shareholder in terms of votes. Any changes in the composition of the nominations committee shall be made public immediately.
No remuneration shall be payable to the members of the remuneration committee. The term of office of the nominations committee shall run until the public announcement of the members of the next nominations committee. The nominations committee shall present proposals for a chairperson of the shareholders’ meeting, the board of directors, the chairperson of the board of directors, auditors, directors’ fees with a breakdown between the chairperson and other directors and remuneration for committee work, fees to the company’s auditors, and proposals for instructions for the nominations committee prior to the next annual general meeting of the shareholders.
Shareholders wishing to present proposals for the nominations committee may do so by post or email to Balco.