Nomination Committee Charter
At the Annual General Meeting of AB SKF held 2020, the following was resolved until a new resolution has been adopted by the Annual General Meeting;
- that the company is to have a Nomination Committee formed by one representative for each one of the four largest shareholders with regard to the number of votes held as well as the Chairman of the Board of Directors. When constituting the Nomination Committee, the shareholdings per the last banking day in August each year will determine which shareholders are the largest with regard to the number of votes held. These, with regard to the number of votes, largest shareholders shall each year be contacted by the company to nominate its representatives. The names of the four shareholder representatives will be published as soon as they have been elected, however not later than six months before the next Annual General Meeting. The Nomination Committee shall remain in office until a new Nomination Committee has been appointed;
- in the event that the shareholder the member represents would no longer be one of the four largest shareholders with regard to the number of votes held, during the term of office of the Nomination Committee, such member, if the Nomination Committee so deems appropriate, may resign and a representative of the shareholder next in turn size-wise with regard to the number of votes held be offered the opportunity of being elected in his/her place; and in the event that a shareholder representative no longer represents the shareholder, the shareholder is asked to elect a new representative to become a member of the Nomination Committee;
- that the Nomination Committee, if the Nomination Committee so deems appropriate, may offer the fifth largest shareholder to elect a member of the Nomination Committee and thereby increase the Nomination Committee by one additional shareholder representative during the term of office of the Nomination Committee;
- that the Nomination Committee, during the term of office of the Nomination Committee, is to furnish proposals on the following matters to be presented to, and resolved by, the Annual General Meeting:
- proposal for chairman of the Annual General Meeting;
- proposal for Board of Directors;
- proposal for Chairman of the Board of Directors;
- proposal for fee to the Board of Directors;
- proposal for fee to the auditor (when applicable);
- proposal for auditor (when applicable);
- to the extent deemed necessary, proposal for new instructions for the Nomination Committee; and
- that the Nomination Committee, when performing its duties, will fulfil the tasks that rest upon the Nomination Committee under the Swedish Code of Corporate Governance, among other things to supply the company with certain information in order to enable the company to fulfil its information obligation under the code.