Pursuant to the Code, Arjo shall have a Nomination Committee, the purpose of which is to prepare and make proposals to the Annual General Meeting in respect of the Chairman at General Meetings, elections of Board of Directors, Chairman of the Board and auditors. Furthermore, the Nomination Committee shall make proposals for remuneration to the Board members, to members of the Board committees and to the auditors.
At the Extraordinary General Meeting held on August 30, 2017, the following instruction for the Nomination Committee was adopted to apply until further notice. The Nomination Committee in respect of Annual General Meetings shall be composed of the representatives of the five largest shareholders in terms of voting rights listed in the shareholders’ register maintained by Euroclear as of August 31 the year before the Annual General Meeting is held, one representative of the minority shareholders and the Chairman of the Board of Directors, who will also convene the first meeting of the Nomination Committee. The Nomination Committee ahead of the Annual General Meeting 2018 shall be composed of representatives of the five largest shareholders listed in the shareholders' register maintained by Euroclear as of December 31, 2017.
The member representing the largest shareholder in terms of voting rights shall be appointed Chairman of the Nomination Committee. Should a shareholder decline to participate in the Nomination Committee, a representative from the largest shareholder in turn shall be appointed. If earlier than two months prior to the Annual General Meeting one or more of the shareholders having appointed representatives to the Nomination Committee no longer are among the five largest shareholders in terms of voting rights, representatives appointed by these shareholders shall resign and the shareholder or shareholders who then are among the five largest shareholders in terms of voting rights, may appoint their representatives. Should a member resign from the Nomination Committee before its work is completed and the Nomination Committee considers it necessary to replace him or her, such substitute member shall be selected from the same shareholder or, if the shareholder is no longer one of the largest shareholders in terms of voting rights, the largest shareholder in turn. Changes in the composition of the Nomination Committee shall be made public immediately.
The composition of the Nomination Committee ahead of the Annual General Meeting is to be announced no later than six months before that meeting. Remuneration shall not to be paid to the members of the Nomination Committee. The Company is to pay any necessary expenses that the Nomination Committee may incur in its work. 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: Chairman at the General Meeting, Board of Directors, Chairman of the Board of Directors, auditor, remuneration to the Board of Directors divided between the Chairman and the other directors as well as remuneration for committee work and remuneration to the Company’s auditor.