NWG // CORPORATE GOVERNANCE
In accordance with the Nomination Committee ’ s proposals , the AGM resolved :
# that there shall be seven Board members elected by the AGM , and no deputies will be appointed
# that remuneration to the Board amount to SEK 380,000 to the Chairman of the Board , and SEK 180,000 to each of the other Board members — who are not employed in the Group - and additional SEK 110,000 to the audit committee to distribute within the committee
# that remuneration to auditors shall be paid according to approved calculations and agreements
# that Olof Persson , Torsten Jansson , Mats Årjes , Christina Bellander , M . Johan Widerberg , Jonas Eriksson and Magdalena Forsberg are appointed as Board members ( all re-elected ).
# that Olof Persson is appointed as Chairman of the Board ( re-elected )
# to re-elect Ernst & Young AB as auditors until the close of the Annual General Meeting 2021
# on the principles for the appointment of a new Nomination Committee
In accordance with the Board of Directors ’ proposals , the AGM resolved :
# on guidelines for remuneration to executive management
# to authorise the Board to make decisions regarding share issues
# to authorise the Board to raise certain financing
# to adopt new articles of association
Complete information about the 2020 AGM is available on the website , www . nwg . se / en .
2021 Annual General Meeting
The AGM will be held on 19 May 2021 ( AGM by postal voting only ).
Nomination committee
The nomination committee represents the company ’ s shareholders . It has the task of submitting proposals to the AGM in regards to decisions on , among other things , the appointment of the Board of Directors and the auditor , and remuneration to them . The nomination committee consists of one representative for each of the company ’ s three biggest shareholders . If any of these shareholder ’ s decline to appoint a member of the nomination committee , the next shareholder in terms of size shall be given the opportunity to appoint a member . Information regarding the composition of the nomination committee is normally published in the interim report for the third quarter .
The nomination committee ' s evaluation of the Board ' s work is primarily conducted through personal interviews with all Board members . In connection with this , the Chairman of the Board comments in particular on issues related to the Board ' s functioning that have occurred within the framework of the Board ' s work during the past financial year .
The composition of the nomination committee , before the election of Board members at the 2021 AGM , is as follows :
# Ulf Hedlundh , representative of Svolder and the committee ’ s chairman
# Torsten Jansson , CEO and representative of Torsten Jansson Holding AB
# Arne Lööw , representative of Fjärde AP-fonden
According to the Code , the CEO or another person from the company management shall not be a member of the nomination committee . However , given that Torsten Jansson is New Wave Group ' s largest shareholder , both in terms of capital and voting rights , it is natural that he is a member of the nomination committee . This is the explanation for the deviation from the Code .
The nomination committee represents around 85 % of the votes in New Wave Group as of 31 December 2020 . All shareholders are able to contact the nomination committee to propose candidates to the Board . The nomination committee holds a number of meetings and in between these meetings contact is maintained by phone and e-mail . Among its many tasks , the nomination committee evaluates the composition of the Board based on the company ' s future development and challenges with the aim of having a good balance between members ' competence , background and experience .
The Board
The Board of New Wave Group consists of seven members elected by the AGM . The Board ’ s working procedures are defined in the rules of procedure , which regulate the delegation of responsibility between the Board and the CEO , the CEO ’ s authority , the meeting schedule and reporting routine . The
040 // ANNUAL REPORT