Nomination committee 2024
The nomination committee for the Annual General Meeting 2024 was composed of:
- Jörgen Sandström, appointed by Öngal i Uppsala Invest AB
- Jan Amethier, appointed by Aforber Invest AB
- Suzanne Sandler, appointed by Handelsbanken Fonder
- Erik Haegerstrand, co-opted in his capacity as chairman of the board
The annual general meeting that was held on 20 September 2024 resolved to adopt the following principles for the appointment of the nomination committee and instruction for the nomination committee, which shall apply until further notice.
Principles for appointment of the nomination committee
Rusta shall have a nomination committee. The nomination committee shall prior to the annual general meeting be composed of the three largest shareholders in Rusta who are registered in the share register maintained by Euroclear Sweden AB as of the last banking day in December each year. In addition to these three members of the nomination committee, the chair of the board of directors shall be a co-opted member of the nomination committee and coordinate the procedure to appoint the members of the nomination committee. The nomination committee shall meet the requirements of composition set out in the Swedish Corporate Governance Code. Larger shareholders shall have precedence to appoint a member over smaller shareholders if the larger shareholder (or the larger shareholders) who have the right to appoint a member of the nomination committee wish to appoint an individual with the consequence that the requirements of composition of the nomination committee provided in the code are not met. When appointing a new member, the shareholder who appoints the new member shall consider the composition of the current nomination committee.
If a shareholder abstains from its right to appoint a member of the nomination committee, the right shall pass to the shareholder next in line, in terms of votes, that has not already appointed a member of the nomination committee. If the shareholder next in line abstain from its right to appoint a member, the right shall pass to shareholder next in the priority order (that is, first to the largest shareholder, in terms of votes, that has not already appointed a member of the nomination committee or abstained from such right and thereafter to the second largest shareholder, in terms of votes, that has not already appointed a member of the nomination committee or abstained from such right etc.). The procedure shall continue until the earlier of (i) ten additional shareholders have been asked or (ii) the nomination committee is complete.
The name of the members and the shareholders they represent shall normally be made public on Rusta’s website not later than six months prior to the annual general meeting. The chair of Rusta’s board of directors shall convene the nomination committee to its first meeting. At this meeting, the nomination committee shall appoint a chair amongst the representatives appointed by the shareholders (the chair of the board of directors or any other board member shall not be the chair of the nomination committee). The mandate period of the nomination committee shall extend until the next nomination committee is appointed. Changes in the composition of the nomination committee shall be made public on Rusta’s website as soon as they have occurred.
If a change to Rusta’s ownership structure occurs after the last day of trading in December but before the date which occurs three months ahead of the forthcoming annual general meeting, and if a shareholder that after this change has become one of the largest shareholders, in terms of votes, who are registered in the share register maintained by Euroclear Sweden AB, makes a request to the chair of the nomination committee to be part of the nomination committee, the shareholder shall have the right, in the discretion of the nomination committee, either to appoint an additional member to the nomination committee or to appoint a member who shall replace the member appointed by the, after the changes in the ownership structure, smallest shareholder, in terms of votes.
A shareholder who has appointed a member of the nomination committee has the right to dismiss the member and appoint a new member. If such an exchange takes place, the shareholder shall without delay give notice of this to the chair of the nomination committee (or, if it is the chair of the nomination committee who shall be replaced, to the chair of the board of directors). The notification shall contain the name of the dismissed member and the person who shall replace the dismissed member as a member of the nomination committee.
A member who prematurely resigns from his or her task shall give notice of this to the chair of the nomination committee (or, if it is the chair of the nomination committee who resigns, to the chair of the board of directors). In such case, the nomination committee shall without delay call upon the shareholder who has appointed the resigned member to appoint a new member. If a new member is not appointed by the shareholder, the nomination committee shall offer other larger shareholders, in terms of votes, to appoint a member of the nomination committee in line (that is, first to the largest shareholder, in terms of votes, who has not already appointed a member of the nomination committee, or previously abstained from the right to do so, and thereafter to the second largest shareholder, in terms of votes, who has not already appointed a member of the nomination committee or previously abstained from the right to do so etc.). The procedure shall continue until the earlier of (i) ten additional shareholders have been asked or (ii) the nomination committee is complete.
No remuneration is to be paid to members of the nomination committee. Rusta shall, however, defray all reasonable expenses that are required for the work of the nomination committee.
Instruction of the nomination committee
The members of the nomination committee are to promote the common interests of all shareholders and are not to reveal the content or details of nomination discussions unduly. Each member of the nomination committee is to consider carefully whether there is a conflict of interest or any other circumstances that make membership of the nomination committee inappropriate before accepting the assignment.
Tasks of the nomination committee
The nomination committee shall fulfil the tasks set out in the Code and shall, when applicable, present proposals to an upcoming general meeting as regards:
- Election of the chair of the general meeting.
- The number of members of the board of directors to be elected by the general meeting.
- Election of the chair and the members of the board of directors.
- Fees and other remuneration to each of the elected board members and to the members of the board of directors’ committees.
- Election of the auditor(s).
- Remuneration to the auditor(s).
- Principles for composition of the nomination committee.
- Any changes regarding the instruction for the nomination committee.
The nomination committee’s proposal shall be presented in the notice for the annual general meeting. In conjunction to the publication of the notice for the annual general meeting by the board of directors, the nomination committee shall ensure that the company publishes the nomination committee’s proposal, reasoned statement as well as information about how the nomination committee has conducted its work on Rusta’s website. At least one member of the nomination committee, in addition to the co-opted chair of the board, shall always be present at the annual general meeting and present the underlying reasoning of the nomination committee’s proposal.
The nomination committee shall be quorate if at least half of the members are present. The nomination committee’s decisions are valid when supported by more than half of the members present. In the event of tie votes, the chair of the nomination committee shall have the casting vote.
The nomination committee has the right, at the company’s expense, to engage external consultants whom the nomination committee considers necessary to fulfil its task.