The Nomination Committee and its work
In accordance with the principles agreed by the Annual General Meeting in 2008, the Nomination Committee consists of the Chairman of the Board, Ulf Dinkelspiel, together with Anders Snell, representing Ångpanneföreningen’s Foundation for Research & Development, and serving as Chair of the Nomination Committee, Åsa Nisell, appointed by Swedbank Robur, and Peter Rudman, appointed by Nordea Fonder.
The current Nomination Committee has held three minuted meetings. As the basis for its work the Nomination Committee has used inter alia the result of the assessment made with regard to the work of the Board.
The Nomination Committee is therefore assigned by the general meeting of shareholders and in accordance with the principles laid down in the Swedish Code of Corporate Governance to submit the following proposals to the 2009 Annual General Meeting of shareholders in ÅF AB.
Election of a chairman for the meeting
The Nomination Committee proposes Mr Martin Börresen (attorney at law) to chair the 2009 Annual General Meeting.
Members of the Board
The Nomination Committee proposes that the Board of Directors of the company shall continue to consist of eight members elected by the Annual General Meeting with no deputies. The Nomination Committee proposes that the current directors of the company, Ulf Dinkelspiel, Patrik Enblad, Tor Ericson, Eva-Lotta Kraft, Jon Risfelt, Helena Skåntorp and Lena Treschow Torell, be re-elected. It is proposed that Anders Snell be elected to serve as a director of the company. Magnus Grill has stood down from re-election.
Anders Snell (born 1950) has an M.Sc. in Engineering from Sweden’s Royal Institute of Technology (KTH). He has previously served as a director of AssiDomän, Grycksbo and Norrsundet and is now employed by Billerud AB. He is Vice Chairman of SSG Solution Standards Group AB, a director of Wibax AB and Chairman of Ångpanneföreningen’s Foundation for Research & Development and of ÅF’s Nomination Committee. Anders Snell owns no shares in ÅF AB.
Among those proposed for election to the Board of Directors, the Nomination Committee considers that, with regard to the rules laid down in the Swedish Code of Corporate Governance, Anders Snell has a position of dependence with regard to the largest shareholder, Ångpanneföreningen’s Foundation for Research & Development. One of the Directors proposed for re-election, Tor Ericson, has a position of dependence with regard to the company.
The Nomination Committee’s motivation
The Board of Directors currently comprises eight members. One member has declined re-election, but it is proposed that this director be replaced by Anders Snell, who also represents the same owner, namely Ångpanneföreningen’s Foundation for Research & Development.
Against the background of the assessment of the work of the Board that has been carried out and with due consideration to the strategy of the company and the challenges that face the company in the future, it is the opinion of the Nomination Committee that the current Board works well and that it meets the high demands placed upon it with regard to competence and experience.
Chairman of the Board
The Nomination Committee proposes that Ulf Dinkelspiel be re-elected.
Remuneration to the Board
The Nomination Committee proposes that remunerations to the Board up until the time of the next Annual General Meeting remain unchanged at a total of SEK 1,450,000, of which SEK 400,000 is allocated to the Chairman of the Board of Directors and SEK 175,000 is allocated to each of the six remaining directors who hold no other position of paid employment within the ÅF Group.
With regard to the Audit Committee, the Nomination Committee proposes that the fees paid to members of the Audit Committee who hold no other position of paid employment within the ÅF Group remain unchanged at SEK 75,000 to the Chair of the Audit Committee and SEK 35,000 each to the other members. For those members of the Remuneration Committee who hold no other position of paid employment within the ÅF Group, it is proposed that the fees paid remain unchanged at SEK 50,000 for the Chairman and SEK 35,000 for the other members of the Remuneration Committee.
It is noted that the 2008 AGM appointed the accounting firm Ernst & Young, represented by Lars Träff as auditor in charge, as the company’s auditors to serve to the end of the AGM in 2011.
Remuneration to the auditors
The Nomination Committee proposes that remuneration to the auditors shall be paid in accordance with approved invoices.
The Nomination Committee appointed to submit proposals to the 2009 Annual General Meeting of ÅF AB proposes that the principles for the appointment of the Nomination Committee shall be as follows:
The Nomination Committee shall consist of representatives of a minimum of three and a maximum of five of the largest shareholders by voting entitlement, in addition to the Chairman of the Board. The Chairman of the Board will contact the largest shareholders by voting entitlement to invite them to participate in the Nomination Committee. The entitlement shall be based on Euroclear Sweden AB’s list of shareholders (by groups of owners) on the last banking day in August, and on other reliable information provided to the company on the last banking day in August.
The names of the members of the Nomination Committee and the names of the shareholders they represent are to be published at the latest six months before the Annual General Meeting. If any of the largest shareholders by voting entitlement waives the invitation to appoint a member of the Nomination Committee, the next largest shareholder by number of votes shall be given the opportunity to appoint a member. The person appointed by the largest shareholder by voting entitlement shall be appointed Chair of the Nomination Committee, unless the Nomination Committee decides otherwise. The Nomination Committee exercises its mandate until the appointment of a new Nomination Committee.
If significant changes take place in the ownership structure after the Nomination Committee has been constituted but more than two months before the Annual General Meeting takes place, the composition of the Nomination Committee shall be altered to accord with the principles specified above, if a new owner expresses a wish to appoint a member: this shall be done either by replacing the committee member who has been appointed by the smallest shareholder by voting entitlement, or by expanding the Nomination Committee to include one additional member. Shareholders who, within a period of no more than two months prior to the Annual General Meeting, acquire sufficient shares to qualify as one of the three largest shareholders by voting entitlement shall have the right to a co-opted representative on the Nomination Committee.
The Nomination Committee shall submit proposals to the Annual General Meeting on:
- the election of a Chairman for the Annual General Meeting,
- the election of a Chairman of the Board and other members of the Board of Directors of the company,
- the allocation of Directors’ fees between the Chairman of the Board and other Directors, and any remuneration for committee work,
- election and remuneration of Auditors and Deputy Auditors (where appropriate), and
- resolutions on the principles for the appointment of the Nomination Committee.
The Nomination Committee shall have the right to charge the company for expenses such as those incurred in conjunction with the use of recruitment consultants, whose assistance may be required to enable the Nomination Committee to execute its duties properly. No fees are payable to members of the Nomination Committee.
Stockholm. March 2009
Nomination Committee of ÅF AB (publ)