NOMINATION COMMITTEE
Sagax’s Nomination Committee is, according to the instructions resolved at the 2021 AGM, to consist of four members, one of whom is to be the Chairman of the Board. The three largest shareholders or groups of shareholders in terms of votes, pertaining to directly registered shareholders and nominee-registered shareholders, according to the shareholders’ register maintained by Euroclear on 30 September 2024, are to each appoint one representative to, in addition to the Chairman of the Board, constitute the Nomination Committee ahead of the 2025 Annual General Meeting. The majority of the members of the Nomination Committee are to be independent in relation to the company and company management. At least one of the Nomination Committee’s members must be independent in relation to the company’s largest shareholder or the group of shareholders, in terms of votes, that works together in respect of the administration of the company. The CEO or another member of executive management must not be a member of the Nomination Committee.
Board Members may be appointed to the Nomination Committee but are not to constitute a majority of its members. If more than one Board Member is appointed to the Nomination Committee, at least one of them is required to be dependent in relation to the company’s major shareholders. The Nomination Committee is to elect its chairman from among its own members. The Chairman of the Board or any other Board member is not to be elected chairman of the Nomination Committee. The composition of the Nomination Committee must be announced no later than six months prior to the 2025 AGM.
The Nomination Committee announced on 30 October 2024 has the following composition:
- Björn Alsén, nominated by David Mindus
- Erik Salén, nominated by the Salén family
- Olof Nyström, nominated by The Fourth Swedish National Pension Fund
- Staffan Salén, Chairman of Board of Directors of Sagax
The Nomination Committee has, in accordance with the requirements of the Swedish Annual Accounts Act and the Code, decided on a diversity policy for election to the Board. The policy states that “The Board must have an appropriate composition in terms of expertise and experience. It is considered important that members are also shareholders in the company. It is of the utmost importance that the selection of members is non-discriminatory on the grounds of sex, transgender identity or expression, ethnicity, religion or other belief, disability, sexual orientation and age.” The Nomination Committee held two minuted meetings and also maintained contact by telephone and e-mail.
REMUNERATION COMMITTEE
At its statutory meeting on 9 May 2024, the Board appointed a Remuneration Committee consisting of Ulrika Werdelin and Johan Cederlund.
The Board has adopted an instruction concerning the work of the Remuneration Committee. The task of the Remuneration Committee is to prepare issues concerning remuneration and other terms and conditions of employment for senior executives.
AUDIT COMMITTEE
The members of the Audit Committee, which was appointed at the Board’s statutory meeting on 8 May 2024, are Johan Thorell and Staffan Salén. The Audit Committee meets the company’s auditors three times a year. The Board has adopted an instruction concerning the work of the Audit Committee. The task of the Audit Committee is to maintain and increase the efficiency of contacts with the Group’s auditors, exercise supervision over accounting and financial statements procedures, evaluate the auditors’ work and monitor the development of accounting policies and requirements.