The Nomination Committee represents the company’s shareholders. The majority of the members are to be independent of the company and its executive management. The Chief Executive Officer or other members of the executive management are not to be members of the Nomination Committee. The Nomination Committee’s main responsibility is to prepare and present proposals for adoption at the AGM regarding elections and remuneration. At the AGM, the shareholders either appoint the members of the Nomination Committee or specify how they should be appointed.
The 2020 annual general meeting decided that the nomination committee, until further notice, shall be appointed in the following manner:
The Nomination Committee shall be composed of representatives of the four largest registered shareholders in terms of voting rights, who has expressed their willingness to participate in the Nomination Committee, according to the shareholders’ register maintained by the company as of the last banking day of August, and of the Chairman of the Board of Directors. The Chairman of the Board of Directors is to convene the first meeting of the Nomination Committee. The member representing the largest shareholder in terms of voting rights shall be appointed Chairman of the Nomination Committee. The Chairman of the Board shall not be Chairman of the Nomination Committee. If deemed important, due to later changes in the ownership structure, the Nomination Committee is authorized to appoint one or two additional members among the shareholders who in terms of voting rights are the shareholders next in turn. The total maximum number of members shall be seven. Should a member resign from the Nomination Committee before its work is completed and the Nomination Committee considers it desirable that a substitute member be appointed, such substitute shall be appointed from the same shareholder or, if the shareholder is no longer one of the largest shareholders in terms of voting rights, from the largest shareholder in terms of voting rights next in turn. Changes in the composition of the Nomination Committee shall be made public immediately. The composition of the Nomination Committee is to be announced by Essity no later than six months prior to the Annual General Meeting. Remuneration shall not to be paid to the members of the Nomination Committee. Any costs for the work of the Nomination Committee shall be borne by Essity. The term of office for the Nomination Committee ends when the composition of the following Nomination Committee has been announced. The Nomination Committee shall propose the following: the Chairman of the General Meeting, the Board of Directors, the Chairman of the Board of Directors, remuneration to the Board of Directors individually specified for the Chairman and each of the other directors including remuneration for committee work, auditor and remuneration to the auditor and, to the extent deemed necessary, amendments to this instruction.
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