The Annual General Meeting has decided on the principles for how the nomination committee should be appointed and these principles apply until otherwise decided by the general meeting. The nomination committee is to comprise a minimum of five members together with the Chairman. The nomination committee’s members are to be appointed by the largest shareholders in terms of voting rights, or group of shareholders in the Euroclear Sweden system (such a group is considered one shareholder), based on Euroclear Sweden AB’s shareholder statistics at 31 August the year before the Annual General Meeting. If a shareholder waives the entitlement to appoint a member, the shareholder who is the next largest owner in terms of voting rights is to appoint a member. The majority of the members of the nomination committee are to be independent in relation to the company and management. The nomination committee’s mandate period extends until a new nomination committee has been appointed. If a member resigns from the nomination committee, the owner that appointed the member is entitled to appoint a replacement. If the owner who the member of the nomination committee represents considerably reduces its shareholding in the company, the nomination committee can offer another shareholder the opportunity to appoint a replacement.
The current composition of the nomination committee was announced on Ratos’s website and disclosed through a press release on 14 October 2020. The nomination committee comprises:
- Jenny Parnesten, appointed by the Ragnar Söderberg Foundation as well as own and related parties’ holdings, Chairman of the nomination committee
- Jan Söderberg, own holdings
- Maria Söderberg, appointed by the Torsten Söderberg Foundation as well as own holdings
- Erik Brändström, appointed by Spiltan Fonder AB
- Martin Gärtner, appointed by SEB Investment Management
- Per-Olof Söderberg, Chairman of Ratos’s Board
Combined, the Nomination Committee represents 62% of the voting rights for all the shares in the company.
The duties of the Nomination Committee include:
- evaluating the composition and work of the Board
- preparing a proposal to the Meeting regarding election of the Board and the Chairman of the Board
- preparing a proposal, in cooperation with the company’s Audit Committee, to the Meeting regarding election of auditor
- preparing a proposal to the Meeting regarding fees to the Board, divided between the Chairman and other members, as well as any remuneration for committee work, and auditor
- preparing a proposal to the Meeting regarding a Chairman for the Meeting
- where necessary, recommendation of changes to the principles for composition of the next Nomination Committee
The composition of the Nomination Committee shall be announced no later than six months prior to the Annual General Meeting.
Ratos deviates from the Code’s rule 2.4, second paragraph, which states that if more than one Board member sits on the nomination committee, a maximum of one of them may be non-independent in relation to the company’s major shareholders. Per-Olof Söderberg (also the Chairman of the Board) and Jan Söderberg are members of the nomination committee and regarded as non-independent in relation to the company’s major shareholders. Against the background of these persons’ extensive experience of Board work, their in-depth knowledge of Ratos and roots in the ownership group, and their network in Swedish industry, it was deemed beneficial to the company to deviate from the Code on this point.
No violations of Nasdaq Stockholm’s Rule Book for Issuers or good practice in the stock market have occurred.