NWG Annual Report 2019 - EN NWG Annual Report 2019 - EN | Page 40

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, and M. Johan
Widerberg are appointed as Board members
(all re-elected) and also appointed Jonas
Eriksson and Magdalena Forsberg as new
Board Members.
each of the company’s three biggest shareholders,
chosen on the basis of personal qualities. If any of
these shareholders decline to appoint a member of the
nomination committee, the next shareholder in terms
of size is given the opportunity to appoint a member.
Information regarding the composition of the nomi-
nation 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 2020 AGM, is as follows:
# # that Olof Persson is appointed as Chairman of
the Board (re-elected) # # Ulf Hedlundh, representative of Svolder and
the committee’s chairman
# # to re-elect Ernst & Young AB as auditors
until the close of the Annual General Meeting
2020 # # Torsten Jansson, CEO and representative of
Torsten Jansson Förvaltnings AB
# # 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 senior
executives
# # to authorise the Board to make decisions
regarding share issues
# # to authorise the Board to raise financing
Complete information about the 2019 AGM is
available on the website, www.nwg.se/en.
2020 Annual General Meeting
The Annual General Meeting will be held on
Thursday 25 June 2020 at 1:00 p.m. in Kosta, Sweden.
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 nomi-
nation committee consists of one representative for
040 // ANNUAL REPORT
# # Arne Lööw, representative of Fjärde AP-fonden
As per the Code, the CEO or other company executive
cannot be a member of the nomination committee.
Torsten Jansson is a member, as well as principal
owner and a deviation from the Code has thus been
made, and is explained by the high ownership.
The nomination committee represents around
85% of the votes in New Wave Group as of 31 December
2019. All shareholders are able to contact the nomi-
nation committee to propose candidates to the Board.
The nomination committee has held a number of
meetings and in between these meetings maintained
contact by phone and e-mail. Among its many tasks,
the nomination committee has evaluated the Board of
Directors on the basis of the company’s future deve-
lopment and challenges in order to achieve a good
combination of expertise and experience.
Independence of the Board
The New Wave Group Board is subject to the require-
ments for independence described in the Code. The
requirements mainly involve that only one person
from the company’s management may be a member
of the Board, that a majority of the elected members
of the Board shall be independent in relation to the
company and its management, and that at least