Under the Code, the Company shall have a nomination committee, whose purpose is to make proposals in respect of Chairman at the AGM and other shareholders’ meetings, Board member candidates, including Chairman, remuneration to each Board member as well as remuneration for committee work, election of and fees to the exteral auditor and a proposal for nomination committee instruction for the following AGM, to be effective until further notice.
The Nomination Committee of Solid Försäkring is to be comprised of the Chairman of the Board and Board members appointed by the four shareholders with the greatest number of votes per the final banking day in August every year, based on share information from Euroclear Sweden AB and other reliable share information that has been provided by the company. Shareholders also refers to other groups of shareholders who have been categorised in the Euroclear Sweden system and other known shareholder ownership categories. Should any of the four largest shareholders waive their right to appoint members to the Nomination Committee, the shareholder who has the next largest shareholding is granted the right to appoint a member.
The Chairman of the Board shall convene the Nomination Committee to its first meeting. The member appointed by the largest shareholder in terms of votes is to be appointed Chairman of the Nomination Committee.
If one or more shareholders who have appointed members to the Nomination Committee significantly reduce their shareholding, the Nomination Committee shall, bearing in mind the time remaining to the Annual General Meeting and how far the Nomination Committee have progressed in its work, assess whether the member appointed by such a shareholder should step down from the Company and the shareholder who is next in line in terms of size of shareholding be given the right to appoint a member to the Nomination Committee. If this does not occur and it is more than two months until the Annual General Meeting, the shareholder who is next in line has the right to request to appoint a representative who will be co-opted on to the Nomination Committee.
If a member leaves the Nomination Committee before its work is completed, and the Nomination Committee deems it suitable to appoint a replacement, the replacement member shall be appointed by the same shareholder, or, if this shareholder no longer has sufficient shareholding to have the right to appoint a member to the Nomination Committee, the member shall be appointed by the shareholder who is next in line in terms of the size of shareholding.
The composition of the Nomination Committee shall normally be made public at least six months before the Annual General Meeting. No remuneration shall be issued to the members of the Nomination Committee. Changes to the composition of the Nomination Committee shall immediately be publicised. The company is liable for any potentially necessary expenses related to the work of the Nomination Committee. The Nomination Committee’s mandate period remains in effect until the public release of the revised composition of the Nomination Committee.
The Nomination Committee shall present proposals for the Chairman of AGMs, the members of the Board of Directors, the Chairman of the Board, auditors, Board fees specified by fees to the Chairman and fees to other Board members, division of work between the Chairman and members of the Board, as well as remuneration for Committee work and fees to the company’s auditors. The Nomination Committee shall additionally, if assessed to be necessary, present proposals for changes to this instruction. These instructions for the Nomination Committee shall apply until a decision on a change in the instructions has been made by the Annual General Meeting.
Annual General Meeting 2023
Ahead of the 2023 AGM, the Nomination Committee comprises: Martin Bengtsson appointed by Waldakt AB (the Bengtsson family) (28.9% per cent of the votes), Wilhelm Börjesson appointed by Investment AB Spiltan (7.9% per cent of the votes), Joakim Skoglund appointed by Traction (2.0% per cent of the votes), Oskar Börjesson appointed by Livförsäkringsbolaget Skandia (1.8% per cent of the votes) and Lars Nordstrand in his role as chairman of Solid Försäkring’s Board. Since Waldakt AB is the largest shareholder of Solid Försäkring, Martin Bengtsson is the Chairman of the Nomination Committee in accordance with the applicable instructions for the Nomination Committee.
Solid Försäkring’s 2023 AGM will take place on 26 April 2023. In order for the Nomination Committee to have the opportunity to consider any proposals received with due care, such proposals must be submitted not later than 27 February 2023. The Nomination Committee’s proposals will be presented in the notice of the 2023 AGM and on the Company’s website. Shareholders of Solid Försäkring are encouraged to submit proposals to the Nomination Committee by e-mail to [email protected] or by post to Solid Försäkring AB (publ), Attn: Nomination Committee, Landskronavägen 23, SE-252 32 Helsingborg, Sweden.