The annual general meeting 2019 (AGM) approved the principles for appointing the Nomination Committee for the next Annual General Meeting. The Nomination Committee shall consist of four members. The three, in terms of votes, largest shareholders/owner groups (the “Largest Shareholders”) as per 31 August the year prior to the next annual general meeting, according to the list of shareholders in the share register maintained by Euroclear Sweden AB or that in another way are proved to be one of the Largest Shareholders, are entitled to appoint one member of the Nomination Committee each. In addition, the Chairman of the Board of Directors shall be appointed as member of the Nomination Committee.
The Chairman of the Board of Directors shall no later than 15 October the year prior to the next Annual General Meeting summon the Largest Shareholders of the Company. If any of these shareholders waive their right to appoint a member of the Nomination Committee, the next shareholder/owner groups in order of size shall be given the opportunity to appoint a member of the Nomination Committee. The CEO or any other person from the senior management shall not be a member of the Nomination Committee.
The Chairman of the Board of Directors shall summon the Nomination Committee’s first meeting. The Chairman of the Board of Directors shall not be appointed chairman of the Nomination Committee. The Nomination Committee’s term of office extends until a new Nomination Committee is appointed. The composition of the Nomination Committee shall be made public no later than 6 months before the next Annual General Meeting.
If it becomes known that a shareholder that has appointed a member of the Nomination Committee, as a result of changes in the said owner’s shareholdings or due to changes in other owners’ shareholdings, is no longer one of the Largest Shareholders, the committee member who was appointed by said shareholder shall, if the Nomination Committee so decides, resign and be replaced by a new member appointed by the shareholder who at the time is the largest registered shareholder that has not already appointed a member of the Nomination Committee. If the registered ownership structure is otherwise significantly changed prior to the completion of the Nomination Committee’s work, the composition of the Nomination Committee shall, if the Nomination Committee so decides, be changed in accordance with the above stated principles.
The tasks of the Nomination Committee shall be to prepare, for the next Annual General Meeting, proposals in respect of number of directors of the Board of Directors, remuneration to the Chairman of the Board of Directors, the other directors of the Board of Directors and the auditors respectively, remuneration, if any, for committee work, the composition of the Board of Directors, the Chairman of the Board of Directors, proposal for the composition of the nomination committee, chairman at the annual general meeting and election of auditors. The Company shall pay for reasonable costs that the nomination committee has considered to be necessary in order for the nomination committee to be able to complete its assignment.
Erik Orving (appointed by Bodenholm) who was originally presented as the Nomination Committee’s chairman has resigned as per the 24th of March 2020, i.e. after the Nomination Committee had completed its work, following Bodenholm’s decrease in its shareholding.
The Nomination Committee has resolved that Nicklas Paulsson as a representative for the currently largest shareholder, Investment AB Öresund, will take the role of the Chairman of the Nomination Committee.
The Nomination Committee prior to the 2020 AGM is comprised of the following members:
- Nicklas Paulson, Investment AB Öresund (Chairman of the Nomination committee)
- Jake Hennemuth, Ruane, Cunniff & Goldfarb
- Kathryn Moore Baker, Chairwoman of the Board of Catena Media Plc
The Nomination Committee will prepare proposals for the Annual General Meeting 2020 regarding election of chairman and other directors of the board, election of auditor, matters regarding fees, election of chairman of the Annual General Meeting and resolution concerning the Nomination Committee.
The Annual General Meeting in Catena Media plc will take place on May 15, 2020, by 10:00 in Stockholm, Västra Trädgårdsgatan 15, Sweden.