The Nomination Committee's proposal to the AGM 2015
The Nomination Committee of Concordia Maritime AB (publ) prior to the AGM on 28 April 2015.
At the 2014 Annual General Meeting, it was resolved that the nomination committee would be appointed based on the Company's ownership structure at the end of August 2014 and published on 28 October 2014.
The nomination committee prior to the 2015 AGM consisted of
- Arne Lööw (4:e AP-fonden)
- Stefan Brocker (Deputy Chairman of the Board)
- Martin Svalstedt (Stena Sessan Rederi AB), Chairman of the nomination committee
Report on the work of the nomination committee prior to the 2015 AGM
During 2014 and 2015, the nomination committee held two meetings at which minutes were taken, and also had a number of telephone and email contacts.
At present, the Board consists of the full members
- Carl-Johan Hagman, Chairman of the Board
- Stefan Brocker, Deputy Chairman of the Board
- Mats Jansson
- Helena Levander
- Mikael G:son Löw
- Morten Christian Mo
- Dan Sten Olsson
The nomination committee has considered the Board's evaluation and has received from the Deputy Chairman of the Board a report on the Board's work and the Company's focus in the coming years. The nomination committee has used this as a basis for evaluating the composition of the present Board and has concluded that the Board and its work are functioning very well.
The nomination committee considers that the Board composition proposed below represents a broad range of skills, with extensive operational and financial expertise, including knowledge of international conditions and markets. The nomination committee has also made an assessment of each member's ability to devote sufficient time to their Board duties.
The nomination committee has taken into account the Board's gender distribution and believes that the Company should increase female representation on the Board over time. In view of the significant changes currently taking place in the Company's markets, the nomination committee believes that a high degree of continuity in the Board's composition is desirable. The nomination committee notes that the Swedish Corporate Governance Board has recommended that Swedish public companies should endeavour to achieve a more even gender distribution by 2017. It is the nomination committee's assessment that it is still important to continue to strive for a more even gender distribution when future changes in the Board's composition are being considered.
The nomination committee has concluded that the majority of the proposed members are independent of the Company, management and major shareholders.
The committee has not received any external proposals for Board members.
On completion of its duties, the nomination committee has decided to recommend to the Annual General Meeting
that Stefan Brocker be appointed Chairman of the AGM
that the following Board members be re-elected:
- Carl-Johan Hagman
- Stefan Brocker Mats Jansson
- Helena Levander
- Michael G:son Löw
- Morten Christian Mo
- Dan Sten Olsson
and that Carl-Johan Hagman be re-elected as Chairman of the Board.
that Board fees remain unchanged at SEK 225,000 to each of the members and SEK 400,000 to the Chairman and Deputy Chairman
that authorised public accountant Jan Malm of KPMG be re-elected as auditor until the next AGM and authorised public accountant Helena Ekberg of KPMG be re-elected as deputy auditor
that audit fees be paid on approved account
that the nomination committee be appointed in accordance with the following principles
The nomination process for the election of Board members includes the appointment of a nomination committee consisting of three members. The members shall comprise one representative from each of the two largest shareholders (in terms of voting power), provided they desire representation on the committee, and the Company's Deputy Chairman of the Board. The largest shareholder in terms of voting power appoints the Chairman of the nomination committee
The largest shareholders will be contacted by the Chairman of the Board on the basis of the Company's list of registered shareholders provided by Euroclear Sweden AB as on the last business day of August in the year prior to the meeting. On being contacted, the owners shall give notice as to whether they wish to serve on the committee or not within fourteen days. If no response is received from an owner, contact is made with the next largest owner. The names of the representatives on the nomination committee shall be announced on the website immediately after their appointment, but no later than six months before the annual general meeting.
If the structure of major shareholders changes during the nomination process, the composition of the nomination committee may be changed to reflect this. The committee may also increase its numbers by one person.
The term of office for the nomination committee lasts until a new committee is appointed.
The guidelines issued to the largest owners regarding their choice of representative state that the individual in question must have knowledge and experience relevant to Concordia Maritime. The rules on the independence of Board members contained in the Swedish Corporate Governance Code shall be observed.
The nomination committee's tasks include submitting proposals to the AGM concerning the following areas:
- Chairman of the meeting
- Board members and number
- Chairman of the Board
- Remuneration of Board members and the Chairman
- Election of auditor and deputy auditor and their fees
- Remuneration for committee work
- Proposals for principles for appointing the nomination committee
The nomination committee may charge the Company for recruitment consultancy and other advisory services necessary to enable the committee to fulfil its duties. As far as other work is concerned, the nomination committee shall carry out the duties specified for nomination committees in the Swedish Corporate Governance Code.
