Ahead of the AGM, the nominating committee shall put forward proposals for the number of Board members, the composition of the Board, fees to the Board of Directors, the Chairman of the AGM and of the Board, and when appropriate, proposals for election of an auditor and auditing fees. The 2023 AGM resolved on principles for Episurf Medical’s nominating committee that shall apply until changed by a future general meeting, according to the following:
The nominating committee shall have four members. The three largest shareholders in the company in terms of voting power in the company at 31 August the year before the year in which the AGM is held shall each have the right to appoint a member to the nominating committee. The Board Chairman shall also be appointed as a member of the nominating committee. The CEO and other members of the executive management shall not be members of the nominating committee.
The work of Nomination Committee
- By 15 October, the Board Chairman shall convene the largest shareholders in the company. If any of these should waive its right to appoint a member to the nominating committee, the next largest shareholder in order of voting power shall be given the opportunity to appoint a member.
- The composition of the nominating committee shall be made public no later than six months before the AGM.
- The Board Chairman shall convene the first meeting of the nominating committee. However, the Board Chairman shall not be appointed as chairman of the nominating committee.
- If it becomes known that any of the shareholders that have appointed a member to the nominating committee is no longer one of the largest shareholders, due to changes in the shareholder’s holding or as a result of changes in other shareholders’ holdings, the member appointed by the shareholder, if the nominating committee deems it appropriate, shall resign and be replaced by a new member who is appointed by the shareholder which at that time is the largest registered shareholder that has not already appointed a member to the nominating committee. If the registered ownership conditions are otherwise significantly changed before the nominating committee has completed its work, and if the nominating committee deems it appropriate, the composition of the nominating committee shall be changed according to the above principles.
- The nominating committee’s mandate period extends until a new nominating committee has been appointed.
- The Chairman of the Board shall annually present an evaluation of the Boards work during the year for the nominating committee, which should be the base for the work for the Nomination committee together with the requirements of the Swedish code and specific requirements of Episurf Medical AB. The nominating committee’s proposals are published in the notice of the AGM, on the company’s website and at the AGM
Nomination Committee meetings
Nomination committee for the AGM 2023 has held one meeting.
No fees have been paid for work on the nominating committee.
In accordance with the above principles, the Nomination Committee ahead of the AGM 2024 consists of
Ulf Grunander (Chairman of the Board of Episurf Medical AB), Sebastian Jahreskog, Ilija Batljan (represent Health Runner AB), and Hites Jina (represent LMK Forward AB).
The members of the Nomination Committee shall agree on a chairman/woman of the committee.
The Nomination Committee will prepare proposals for the Annual General Meeting 2024 regarding election of chairman/woman and other directors of the board, election of auditor, matters regarding fees, election of chairman/woman of the Annual General Meeting and resolution concerning the Nomination Committee. No fees will be paid for work on the nominating committee.
Shareholders may contact the Committee with proposals regarding the work of the committee. Proposals shall be submitted in due time before the Annual General Meeting to ensure that the proposals can be considered. Proposals must be sent to the Chairman of the nomination committee, via firstname.lastname@example.org.