The Nominating Committee consists of Juhani Mäkinen (Oy Karl Fazer Ab), Christer Wagenius (AB Malfors Promotor) and Lennart Bylock (independent board member).
The Nominating Committee has appointed Lennart Bylock as its Chairman.
The AGM resolved the following criteria for appointment of the Nomination Committee:
that
the company shall have a Nomination Committee consisting of three members, of whom no more than one may be a member of the company’s Board of Directors. The two largest shareholders in terms of voting power shall each appoint one representative. These two representatives shall appoint a third among those Board members defined as independent according to the Swedish Code of Corporate Governance. The Nomination Committee shall appoint a chairman from among its members. The chairman of the Nomination Committee may not be the Board Chairman. The names of the two shareholder representatives and the shareholders they represent shall be announced at least six months prior to the 2009 AGM.
that
if a member should leave the Nomination Committee before his/or her duties are completed, a replacement shall be appointed, if deemed necessary, by the same shareholder that appointed the resigning member,
that
if, during the mandate period of the Nomination Committee, one or several shareholders who have appointed members to the Nomination Committee are no longer among the two largest shareholders in terms of voting power, it shall be possible to change the composition of the Nomination Committee
that
the Nomination Committee shall have the right to receive reasonable compensation for costs incurred in connection with evaluation and recruitment. The members of the Nomination Committee shall receive no other compensation from the company, and
that
the Nomination Committee shall put forward recommendations on the following matters for decision by the 2009 AGM:
(a) election of Board members,
(b) election of the Chairman of the AGM,
(c) election of the Chairman of the Board,
(d) fees to be paid to the Board of Directors, the allocation between the Chairman and other Board members and remuneration for committee work,
(e) election of auditors,
(f) remuneration to the company’s auditors.
Shareholders who wish to contact the Nominating Committee may do so by e-mail to lbylock@attglobal.net or by post to Cloetta Fazer AB, Att: Ingrid Skoog, Box 735, SE-101 35 Stockholm.
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