New Wave Group AB Annual_report_2018_EN_HQ | Page 40

NWG // CORPORATE GOVERNANCE
In accordance with the Nomination Committee’s
proposals, the AGM resolved:
# # that there shall be five (5) Board members
elected by the AGM, and no deputies will be
appointed
# # that remuneration to the Board amount to
SEK 350,000 to the Chairman of the Board,
and SEK 165,000 to each of the other Board
members — who are not employed in the
Group - and additional SEK 55,000 to each
Board member who is a member in the Audit
Committee (SEK 220,000 including
remuneration from Audit 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)
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 nomination committee is normally published in
the interim report for the third quarter.
The work of the Board, working methods and
efficiency are evaluated by way of an evaluation
questionnaire within the Board. The nomination
committee's evaluation of the work of the Board
takes place partly on the basis of the Board's evalu-
ation questionnaire and partly through interviews
with the Board members.
The composition of the nomination
committee, before the election of Board
members at the 2019 AGM, is as follows:
# # that Olof Persson is appointed as Chairman of
the Board (re-elected) # # Arne Lööw, representative of Fjärde AP-fonden
and the committee’s chairman
# # to re-elect Ernst & Young AB as auditors
until the close of the Annual General Meeting
2019 # # Torsten Jansson, CEO and representative of
Torsten Jansson Förvaltnings AB
# # on the principles for the appointment of a new
Nomination Committee
# # Ulf Hedlundh, representative of Svolder
The annual shareholders meeting will be held on
17 May 2019 at 1:00 p.m. in Kosta, Sweden. 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 2018. All shareholders are able to contact
the nomination 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 development and challenges in
order to achieve a good combination of expertise and
experience.
Nomination committee Independence of the Board
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
each of the company’s three biggest shareholders, 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 two
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 2018 AGM is
available on the website, www.nwg.se.
2019 Annual General Meeting
040 // ANNUAL REPORT