According to the Code, the company is to have a Nomination Committee whose purpose is to present proposals concerning the chairman of general meetings, Board candidates, including Chairman of the Board, fees and other remuneration to each Board member as well as remuneration for committee work, election of and remuneration of the external auditors, and proposals for the members of the Nomination Committee, or principles for appointing the Nomination Committee, for the upcoming annual general meeting.
The Annual General Meeting on 21 April 2022 resolved to apply the following guidelines for the remuneration of senior executives in the company for the period until the 2023 AGM:
The Nomination Committee is appointed ahead of the Annual General Meeting and comprises representatives of the three largest shareholders in terms of voting rights in the company as registered in the share register maintained by Euroclear Sweden AB, or otherwise known shareholders on the last day of trading in August each year, and the Chairman of the Board, who is also to convene the Nomination Committee to its first meeting. The representatives are appointed by the three largest shareholders in terms of voting rights in the Company but represent all shareholders in the Company.
If one or more of the three largest shareholders in terms of voting rights refrain from appointing a member of the Nomination Committee, entitlement to appoint such a member is transferred to the next largest shareholder in terms of voting rights who is not already entitled to appoint a member of the Nomination Committee. The procedure continues until the Nomination Committee comprises four members.
When appointing the Nomination Committee, the shareholders are to take into consideration that the majority of the Nomination Committee members should be independent in relation to the Company and company management. The CEO is not permitted to be a member of the Nomination Committee, nor is any other member of the company management. At least one member of the Nomination Committee should be independent in relation to the largest shareholder in terms of voting rights in the Company.
The names of the members and the shareholders they represent are normally published on the Company’s website not later than six months prior to the AGM. The Nomination Committee elects its Chairman, who is neither the Chairman of the Board nor another Board member, from amongst its members at its first meeting. The mandate period of the Nomination Committee extends until a new Nomination Committee is appointed.
If there are any changes to the Company’s ownership structure after the last day of trading in August and three months before the next AGM that result in a particular shareholder becoming one of the three largest shareholders in terms of voting rights, and this shareholder expresses an interest to the Chairman of the Nomination Committee to be included in the Nomination Committee, this shareholder is entitled, pursuant to the rules of the Nomination Committee, to either appoint an additional member of the Nomination Committee or a member to replace the member appointed by the smaller shareholder in terms of voting rights following the ownership changes.
A shareholder who has appointed a member of the Nomination Committee is entitled to dismiss the member and appoint a new member. If such a change takes place, the shareholder must without delay notify the Chairman of the Nomination Committee thereof (or, if the Chairman of the Nomination Committee is to be replaced, notify the Chairman of the Board). The notification is to include the name of the dismissed member and the individual who will replace this member on the Nomination Committee.
If a member who represents a shareholder on the Nomination Committee leaves their assignment early, the Nomination Committee must without delay encourage the shareholder who appointed said member to appoint a new member. If a new member is not appointed by the shareholder, the Nomination Committee must offer other major shareholders, in terms of voting rights, the opportunity to appoint a member of the Nomination Committee. Such an offer is to be made in turn to the largest shareholders in terms of voting rights: first to the largest shareholder in terms of voting rights who has not already appointed a member to the Nomination Committee or who has previously renounced such a right, and subsequently to the second largest shareholder in terms of voting rights who has not already appointed a member of the Nomination Committee or who has previously renounced such right, and so forth. The procedure continues until the Nomination Committee is at full strength. A member that leaves their assignment early must notify the Chairman of the Nomination Committee to this effect (or, if the Chairman of the Nomination Committee is leaving, notify the Chairman of the Board).
No remuneration for work or incurred expenses is payable to members of the Nomination Committee.
Nomination Committee 2023
Pursuant to the decision taken at the 2022 John Mattson Fastighetsföretagen AB (publ) Annual General Meeting, the Chairman of the Board has convened, ahead of the 2023 Annual General Meeting, the Nomination Committee appointed by the majority shareholders in the company.
The Nomination Committee ahead of the 2023 AGM comprised:
Following the AGM on 21 April 2023 at which Katarina Wallin was elected as a member of John Mattson’s Board of Directors, AB Borudan Ett has appointed Ulrika Magnusson to replace Katarina Wallin on the Nomination Committee.
The Nomination Committee ahead of the 2024 AGM will be appointed in autumn 2023.
