Prior to the AGM, the Nomination Committee shall submit proposals for the number of board members, the composition of the Board, the Board’s fees, the Chairman of the AGM and the Chairman of the Board and where applicable, proposals for auditors and their compensation. At the 2015 AGM the principles for Episurf Medical’s nominating committee were decided, which shall be valid until changed by a future General Meeting, as follows:
- The Nomination Committee shall consist of four members. The three, in terms of votes, largest shareholders/owner groups (the “Largest Shareholders”) as per 31 August the year prior to the next annual general meeting, according to the list of shareholders in the share register maintained by Euroclear Sweden AB or that in another way are proved to be one of the Largest Shareholders, are entitled to appoint one member of the Nomination Committee each. In addition, the chairman of the Board of Directors shall be appointed as member of the Nomination Committee.
- The Chairman of the Board shall convene the largest owners in the company by October 15th at the latest. If any of these waive their right to appoint a member to the Nomination Committee, the next largest shareholder/owner group in line shall be given the opportunity to appoint a member.
- The composition of the Nomination Committee shall be made public no later than six months before the AGM.
- The Chairman of the Board is the convener of the Nomination Committee’s first meeting. However, the Chairman of the Board shall not be appointed chairman of the committee.
- If it becomes known that one of the shareholders who appoint a member of the committee, as a result of changes in the owner’s shareholding or due to changes in other owners’ shareholdings, is no longer among the largest shareholders, the member who was appointed by said owner shall, if the Committee so decides, resign and be replaced by a new member appointed by the shareholder who at the time is the largest registered shareholder who has not already appointed a member of the committee. If the registered ownership structure is otherwise significantly changed before the Nomination Committee’s assignment is completed, the change in the composition of the Nomination Committee shall happen in accordance with the above principles if the Committee so decides.
- The Nomination Committee’s term extends until a new committee is appointed.
In accordance with the above principles, the Nomination Committee ahead of the AGM consists of
Dennis Stripe (Chairman of the Board of Episurf Medical AB), Amin Omrani (representing Serendipity Ixora AB), Peter Ragnarsson (representing LMK Stiftelsen) and Leif Ryd (representing Gile Medicinkonsult AB).
Chairman of The Nomination Committee is Amin Omrani.
The Nomination Committee’s proposals are made public in the summons of the AGM, on the company’s website and at the AGM. No fees have been paid for work on the committee.
Shareholders may contact the Committee with proposals for Board members. Proposals must be sent to the Chairman, via email@example.com The Nomination Committee’s proposals for Board members, directors’ fees and accountants will be presented in the summons for the AGM. At the same time a press release will be published instead of a statement.