Nomination Committee rules
The AGM resolves on rules for the Nomination Committee for the AGM, which apply until the Meeting resolves to amend the rules. The instructions for the Nomination Committee adopted at the AGM 2022 follow.
Instructions for the Nomination Committee of Ependion AB
The Nomination Committee proposes that the AGM decides on the following instruction for the Nomination Committee.
The Company shall have a Nomination Committee consisting of members appointed by the four largest shareholders. The Chairman of the Board shall be adjunct in the Nomination Committee. The largest shareholders will be contacted by the company's Chairman of the Board on the basis of the company's list of registered shareholders as of the last banking day in August, provided by Euroclear Sweden AB. After the owners have been contacted, they should within 14 days notify whether they wish to participate in the Nomination Committee. If any of the four largest shareholders waives their right to appoint a member of the Nomination Committee, the next shareholder in the ownership size will be given an opportunity to appoint a member and shall, within one week, submit a notice of participation. The names of the four representatives and the names of the shareholders who proposed them shall be published as soon as the Nomination Committee has been appointed, but no later than six months before the AGM. If at this time, no four owners have notified the wish to participate in the Nomination Committee, the Nomination Committee will then consist of fewer members.
The Nomination Committee's term of office runs until its new Nomination Committee is appointed.
The Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder. The Nomination Committee's first meeting shall, however, be opened by the chairman of the company. If a member leaves the Nomination Committee before its work is completed, the owner who appointed this member has the right to appoint a new member. Fees shall not be paid from the company to the members of the Nomination Committee.
In the event of a material change in the company's ownership structure and a shareholder who, after this significant ownership change, has become one of the four largest shareholders, wishes to be included in the Nomination Committee, the Nomination Committee shall offer this place in the Nomination Committee by either deciding that this shareholder shall replace the, by votes, smallest shareholder in the Nomination Committee after the change, or decide to extend the Nomination Committee with another member, but with a maximum of five members. Should any of the members of the Nomination Committee, before the Nomination Committee's mission is completed, resign for another reason or cease to represent the shareholder who appointed the member, such the shareholder. Changes in the Nomination Committee's composition shall be announced as soon as such has taken place.
The Nomination Committee shall prepare and submit following proposals to the AGM:
- election of Chairman of the meeting,
- election of the Chairman of the Board and other members of the Board of Directors,
- Board fees divided between the Chairman and other members as well as remuneration for committee work,
- election and remuneration to the auditor and deputy auditor (if applicable), and
- principles for the appointment of Nomination Committee.
The Nomination Committee shall be entitled to charge the Company with expenses for, for example, recruitment consultants and other consultants required for the Nomination Committee to fulfil its mission. In conjunction with its mission, the Nomination Committee shall, in addition, fulfil the tasks that the Swedish Code of Corporate Governance requires.
Nomination Committee 2023/2024
The Annual General Meeting (AGM) on May 14, 2024, resolved on the following Board of Directors, according to the the Nomination Committee's proposals:
- that the Board of Directors shall consist of five members.
- re-election of Board members Johan Wester, Karin Gunnarsson, Lars Eklöf and Jonas Hård and new election of Peter Nilsson. Bo Elisson had declined re-election. Charlott Samuelsson had, for personal reasons, also declined re-election.
- election of Peter Nilsson as Chairman of the Board.
- election of Bo Elisson as the Chairman of the Meeting.
The Nomination Committee consisted of the following members:
Anders Wassberg, Stena Adactum, Chairman and convener of the Nomination Committee
Fredrik Carlsson, Svolder AB
Bengt Belfrage, Nordea Fonder
Lovisa Runge, Fjärde AP-fonden
Bo Elisson, Chairman of the Board, adjunct
Ependion’s AGM on 14 May 2024 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of five members.
- Re-election of Board members Johan Wester, Karin Gunnarsson, Lars Eklöf and Jonas Hård and new election of Peter Nilsson.
- Election of Peter Nilsson as Chairman of the Board.
Nomination Committee's motivated account for the proposed Board of Directors.
Beijer Electronics Group’s AGM on 10 May 2023 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of six members.
- Re-election of Board members Bo Elisson, Ulrika Hagdahl, Johan Wester, Karin Gunnarsson, Lars Eklöf and Jonas Hård.
- Election of Bo Elisson as Chairman of the Board.
Nomination Committee's motivated account for the proposed Board of Directors.
Beijer Electronics Group’s AGM on 10 May 2022 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of six members.
- Re-election of Board members Bo Elisson, Ulrika Hagdahl, Johan Wester, Karin Gunnarsson and Lars Eklöf.
- Election of Jonas Hård.
- Proposal of Bo Elisson as Chairman of the Board.
Beijer Electronics Group’s AGM on 6 May 2021 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of five members.
- Re-election of Board members Bo Elisson, Ulrika Hagdahl, Johan Wester, Karin Gunnarsson and Lars Eklöf..
- Election of Jonas Hård.
- Proposal of Bo Elisson as Chairman of the Board.
Beijer Electronics Group’s AGM 2020 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of five members.
- Re-election of Board members Bo Elisson, Ulrika Hagdahl, Johan Wester, Karin Gunnarsson and Lars Eklöf.
- Election of Jonas Hård.
- Proposal of Bo Elisson as Chairman of the Board.
Beijer Electronics Group’s AGM 2019 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of five members.
- Re-election of Board members styrelseledamöterna Bo Elisson, Ulrika Hagdahl, Johan Wester, Karin Gunnarsson and Lars Eklöf.
- Election of Jonas Hård.
- Proposal of Bo Elisson as Chairman of the Board.
Beijer Electronics Group’s AGM 2018 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of five members, with no deputies.
- Re-election of Board members Bo Elisson, Ulrika Hagdahl and Johan Wester, and the re-election of Board members Karin Gunnarsson and Lars Eklöf. Maria Khorsand and Christer Öjdemark declined re-election.
- Karin Gunnarsson, born in 1962, is CFO and Investor Relations Manager of Hexapol. She holds a B.Sc. (Econ.) Lars Eklöf, born in 1964, is President of Atlas Copco’s Motor Vehicle Industry division. He holds a B.Sc. (Eng.)
- That current Chairman of the Board Bo Elisson remains as Chairman.
Beijer Electronics Group’s AGM 2017 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of five members, with no deputies.
- Re-election of Board members Bo Elisson, Ulrika Hagdahl, Maria Khorsand, Christer Öjdemark and Johan Wester. Anders Ilstam declined re-election.
- Election of Board member Bo Elisson as Chairman of the Board.
Beijer Electronics Group’s AGM 2016 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of six members, with no deputies.
- Re-election of Board members Bo Elisson, Anders Ilstam, Ulrika Hagdahl, Maria Khorsand, Christer Öjdemark and Johan Wester.
- That current Chairman of the Board Anders Ilstam remains as Chairman.
The Nomination Committee’s reasoned statement regarding proposals for the Board of Directors
Beijer Electronics Group’s AGM 2015 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of six members, with no deputies.
- Re-election of Board members Bo Elisson (elected 2013), Anders Ilstam (elected 2002, Chairman since 2005), Ulrika Hagdahl (elected 2006), Maria Khorsand (elected 2010) and Christer Öjdemark (elected 2013). Bert Åke Eriksson declined re-election.
- Election of Johan Wester. Johan Wester, born in 1966, is Investment Director of Stena Adactum. Johan holds a B.Sc. (Eng.), and has previous experience from Arthur D. Little, Accenture and Flexlink, mainly in Supply Chain Management, Strategy & Business Development.
- That current Chairman of the Board Anders Ilstam remains as Chairman.
Information on the proposed Board member of Beijer Electronics AB
Beijer Electronics Group’s AGM 2014 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of seven members, with no deputies.
- Re-election of Board members Bert Åke Eriksson (elected 2002), Ulrika Hagdahl (elected 2006), Maria Khorsand (elected 2010), Bo Elisson (elected 2013), Christer Öjdemark (elected 2013), Anders Ilstam (elected 2002, Chairman since 2005), and the company’s CEO Fredrik Jönsson (elected 2008).
- That current Chairman of the Board Anders Ilstam remains as Chairman.
Beijer Electronics Group’s AGM 2013 resolved on the following regarding the Board of Directors, in accordance with the Nomination Committee’s proposals:
- That the Board of Directors should consist of seven members.
- Re-election of Board members Bert Åke Eriksson, Ulrika Hagdahl, Maria Khorsand, Anders Ilstam, and the company’s CEO Fredrik Jönsson. Stig-Arne Blom declined re-election.
- That current Chairman of the Board Anders Ilstam remains as Chairman
Information on the proposed Board members of Beijer Electronics AB 2013
Beijer Group has changed name to Ependion
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