ICA Gruppen’s nomination committee ahead of the 2021 Annual General Meeting
In accordance with a resolution by the 2020 Annual General Meeting, ICA Gruppen's nomination committee shall be composed of four members. The right to appoint a member of the Nomination Committee is held by the three shareholders that have the largest holdings as per the last trading day in August and that have notified their interest in appointing a member of the Nomination Committee. Of these shareholders, the one with the largest holding in terms of votes appoints two members of the Nomination Committee, and the next two-largest shareholders in terms of votes each appoints one member. Ahead of the 2021 Annual General Meeting, the Nomination Committee's members were appointed by ICA-handlarnas Förbund, SEB Investment Management and Spiltan Fonder. On 31 August 2020 these three shareholders together held approximately 56% of the capital and votes in ICA Gruppen (based on an ownership record provided by Euroclear Sweden AB). ICA-handlarnas Förbund has appointed Tomas Emanuelz and Anna-Karin Liljeholm, SEB Investment Management has appointed Tommi Saukkoriipi, and Spiltan Fonder has appointed Emma Englén as members of the Nomination Committee.
The rules for ICA Gruppen’s Nomination Committee, adopted by the Annual General Meeting state that the Nomination Committee shall consist of four members representing the Company’s shareholders. Shareholders can register to their interest in appointing a member of the Nomination Committee. Of the shareholders who have registered their interest in appointing a member, the three shareholders with the largest shareholdings in terms of voting power, based on the list of registered shareholders maintained by Euroclear Sweden AB as of the last trading day in August, are entitled to appoint a member. Of these three shareholders, the largest shareholder in terms of voting power is entitled to appoint two members and the subsequent largest shareholders in terms of voting power are entitled to appoint one member each. Should one of these shareholders fail to appoint a member of the Nomination Committee within 10 days of the last trading day in August, the right to appoint a member shall transfer to the shareholder that has the next largest shareholding as of the last trading day in August and that has not already appointed a member.
If a member of the Nomination Committee represents a shareholder that has sold the bulk of its holding of shares in the Company, the member shall offer to give up their place and the Nomination Committee shall ask the Company’s other shareholders who have registered their interest in appointing a member of the Nomination Committee, in order of size startingvwith the largest shareholder invterms of voting power that has notvalready appointed a member, whether such shareholder wishes to appoint a replacement for the member that has made their place available. However, except in special circumstances, no changes are to be made to the Nomination Committee’s composition if the change takes place less than two months before the Annual General Meeting. Shareholders who have appointed members of the Nomination Committee have the right to dismiss those members and appoint new members to the Nomination Committee. Changes in the Nomination Committee’s composition are to be announced on the Company’s website as soon as they have taken place.
ICA Gruppen’s Chairman is to be co-opted onto the Nomination Committee.
The Nomination Committee is to apply rule 4.1 of the Code as the diversity policy with which the Nomination Committee will ensure that the Board of Directors, taking into consideration the nature of ICA Gruppen’s business, its stage of development and the circumstances in general, has an appropriate composition characterised by diversity and breadth with respect to the expertise, experience and backgrounds of the members elected by the general meeting. The Nomination Committee is also to focus on meeting the goal of having gender balance on the Board.
The Nomination Committee is to present proposals regarding the following matters prior to the Annual General Meeting:
(i) proposal for a chairman for the general meeting;
(ii) proposal for number of Board members;
(iii) proposal for members of the Board of Directors;
(iv) proposal for Chairman of the Board;
(v) proposal for board fees, broken down into amounts for the Chairman of the Board and other Board members and as remuneration for committee work;
(vi) proposal for number of auditors;
(vii) proposal for auditor or auditors, and proposal for fees to be paid to the Company’s auditor or auditors; and
(viii) proposed principles for the appointment of, and instructions for, the Nomination Committee.