The instruction for the Nomination Committee was adopted by the Annual General Meeting on 9 May 2018 and applies until further notice (no changes to the instruction were handled or made by the AGM 2022).
The Nomination Committee prior to the 2023 Annual General Meeting comprises Robert Hanser appointed by LKQ Corporation, Caroline Sjösten appointed by Swedbank Robur Fonder AB, Thomas Wuolikainen appointed by the Fourth Swedish National Pension Fund “Fjärde AP-fonden” and Kristian Åkesson appointed by Didner & Gerge Fonder AB. MEKO board member, Helena Skåntorp, has been co-opted to the Nomination Committee.
Shareholders wishing to submit proposals to the Nomination Committee, ahead of the AGM 2023, can do so by emailing email@example.com or by sending a letter to MEKO AB, Attn: Nomination Committee, Box 195 42, SE-104 32 Stockholm, Sweden. In order for the Nomination Committee to be able to consider submitted proposals in a constructive manner, these should be submitted by 20 January 2023, at the latest.
Nomination Committee´s instructions
- MEKO shall have a Nomination Committee consisting of four directors. The four largest shareholders of MEKO shall be contacted by the Board of Directors based on the record provided by Euroclear Sweden AB on the registered shareholders of the Company as of the last banking day of August. Each of the four largest shareholders shall be entitled to appoint one member each. Should any of the four largest shareholders abstain from its right to appoint a member to the Nomination Committee, the right to appoint such member shall transfer to the subsequent largest shareholder. The Chairman of the Nomination Committee shall, unless its members agree otherwise, be the member appointed by the largest shareholder. The Nomination Committee’s composition shall be publicly announced by MEKO as soon as the Nomination Committee has been appointed.
- The Nomination Committee’s mandate period runs until a new Nomination Committee has been appointed. If a member of the Nomination Committee leaves the committee before its assignment has been completed or if a material change occurs in the ownership structure after the appointment of the Nomination Committee, the Nomination Committee’s composition shall be changed in accordance with the above procedure. Deadline for changes in the composition of the Nomination Committee is three months before the Annual General Meeting. A shareholder who has appointed a member to the Nomination Committee is always entitled to replace such member or appoint a new member should its member leave the assignment. Changes in the Nomination Committee’s composition shall be publicly announced on MEKO’s website.
- The Nomination Committee is tasked with submitting recommendations for the following ahead of the Annual General Meeting: a) chairman to preside over the Annual General Meeting, b) the number of directors and deputy directors, c) directors’ and auditor’s fees, and any special fees for committee work, d) Chairman and other directors of the Board, e) auditors, and f) changes to the instruction for the Nomination Committee, if any.
- The Nomination Committee shall in connection with its assignment fulfill the duties which, according to the Swedish Code of Corporate Governance, are incumbent upon MEKO’s nominating process, and at the request of the Nomination Committee, MEKO shall provide personnel resources, such as a secretarial function for the committee, to facilitate its work. Fees will not be paid to the members of the Nomination Committee. However, where needed, MEKO shall bear reasonable costs for external consultants which are deemed by the Nomination Committee to be necessary for the committee to fulfill its assignment.
Nomination Committee and the Swedish Corporate Governance Code
In accordance with the Swedish Corporate Governance Code, the Nomination Committee is to have at least three members, one of whom is to be appointed Chairman. The majority of these members are to be independent in relation to the company and company management and at least one of the Nomination Committee members is to be independent in relation to the company’s largest shareholders in terms of the number of votes. MEKO’s Nomination Committee comprises four members, all of whom are deemed to be independent in relation to the company and company management. MEKO’s Nomination Committee also meets other independence requirements