Nomination Committee

Starbreeze Investor Relations

Nomination committee

The nomination committee prepares and draft a proposal on election of Directors, the Chairman of the Board, the Chairman of the Annual General Meeting and statutory auditors. The nomination committee also present proposals on remuneration of directors and auditors. The Chairman of the Board, nor any other director, is permitted to chair the nomination committee. The term of service for the appointed nomination committee shall extend to the date a new nomination committee is appointed. Fees may be paid to the members of the nomination committee if so resolved by the general meeting.

Members of the Nomination Committee

The members of the Starbreeze nomination committee prior to the 2018 annual general meeting and until a new nomination committee has been appointed are:

  • Åsa Nisell, appointed by Swedbank Robur Fonder
  • Olof Jonasson, appointed by Första AP-fonden
  • Michael Hjorth, appointed by Indian Nation, Chairman of the Board

Åsa Nisell is appointed Chair of the Nominating Committee.

Shareholders who wish to submit recommendations to the Nomination Committee must do so in writing by 31 January 2018, by email to valberedningen@starbreeze.com or by letter to the following address:

Starbreeze AB
Attn: Nomination Committee 2018
Box 7731
103 95 Stockholm, Sweden

Procedure for appointment of nomination committee

The annual general meeting held 11 May 2017 resolved to adopt a procedure for appointment of the nomination committee leading up to the 2018 annual general meeting.

According to this procedure, the nomination committee will be composed of the chairman of the board and no more than three directors, who must represent the largest shareholders or shareholder groups in terms of voting rights. The three largest shareholders in terms of voting rights will be contacted on the basis of the company’s list of registered shareholders, provided by Euroclear, as of the last banking day in August. A shareholder who is not registered with Euroclear and wishes to be represented on the nomination committee must notify the chairman of the board thereto by 1 September and must be able to prove the ownership status. In connection with determining which shareholders are the four largest in terms of voting rights, a group of shareholders will be regarded as constituting one owner if they (i) have been organized as a group in the Euroclear system, or (ii) publicly announced and notified the company in writing that they have reached written agreement to take a long-term, unified position in matters of management of the company by means of coordinated exercise of voting rights. As soon as practicable after the end of August, the chairman of the board is to invite the four largest shareholders in the company in terms of voting rights to form a nomination committee. If any of the four largest shareholders in terms of voting rights waives their right to appoint a member of the nomination committee, the next-largest shareholder will be offered the opportunity to appoint a member, but the board is not required to query more than ten shareholders. Unless the members agree otherwise, the chairman of the nomination committee is to be the member who represents the largest shareholder. The names of the committee members and the names of the shareholders who appointed them, as well as contact details for the nomination committee, must be published as soon as the nomination committee has been appointed, which must occur no later than six months before the annual general meeting.

The nomination committee’s term of service is to extend until a new nomination committee has been appointed.  Fees are not paid to the members of the nomination committee. The Company will, however, pay reasonable costs associated with the nomination committee’s performance of its tasks.

The nomination committee’s remit shall be to present a proposal prior to the annual general meeting or, where applicable, extraordinary general meeting, on the number of directors to be elected by the meeting, directors’ fees, composition of the board of directors, chairman of the board, chairman of the annual general meeting, election of statutory auditors and auditors’ fees and procedures for appointing the nomination committee.

The members of the nomination committee is announced on this website no later than six months before the annual general meeting