The nomination committee constitute a quorum when more than half of the members and the chairman of the committee are present at the meeting. The nomination committee can, however, not resolve any matters unless all members, in so far as possible, have been given the opportunity to participate in the meeting. The meetings of the nomination committee can be held by means of audio- or videoconference.
Meetings in the nomination committee shall be held subject to a notice from the chairman of the committee, and moreover in the event two members of the committee requests a meeting to be held. The meetings of the committee shall be convened in a proper manner no later than 8 days before the meeting is to be held. The chairman of the nomination committee preside the committee.
The committee shall receive updated shareholder register of the company in connection to any meetings held by the committee.
The nomination committee can and will gather any relevant information in respect of the committee’s work from the company’s administration, the board of directors and the shareholders of the company.
In carrying out its work, the nomination committee shall take into account that the composition of the board of directors shall be such that it is suitable for the protection of the shareholders interests and the company’s need for competence, resources and diversity. Further, the committee should ensure that the board of directors can act independently of any special interests when considering the composition of the board of directors.
In carrying out its work, the nomination committee shall actively seek to represent the views of the shareholders in general, and should ensure that the largest shareholders endorse its recommendations.
Minutes of the meetings of the committee shall be kept and signed by the members present at the meeting, or circulated for signing. In the event that the resolutions of the committee are not unanimous, any justified opinion from a member dissenting from the opinion of the majority shall be included in the minutes. The chairman of the board has a right to review the minutes of the committee meetings.