The Nominating committee is established according to the principles resolved by the AGM. According to the Swedish Code of Corporate Governance, a nominating committee shall have at least three members, and a majority of these shall be independent in relation to the company and its executive management.
The Company shall have a nominating committee composed of one member representing each of the four largest shareholders in the Company in terms of votes based on ownership statistics from Euroclear Sweden AB as per the last business day in August the year before the Annual General Meeting. If any of these shareholders chooses to abstain the right to appoint a member, the shareholder next in line in terms of size shall be asked. However, no more than the six largest shareholders need to be asked if it is not required in order for the Nominating Committee to consist of at least three members appointed by shareholders. Unless the committee’s members agree otherwise, the Nominating Committee chair shall be the member who is appointed by the largest shareholder. The Nominating Committee’s composition shall be publicly announced not later than in conjunction with the Company’s release of its interim report for the third quarter. If material changes take place in the ownership structure after the Nominating Committee has been constituted, then the Nominating Committee’s composition shall also be changed.
The Nominating Committee is tasked with making recommendations ahead of the Annual General Meeting on the number of directors and the Board's composition, directors' fees, including any special fees that may be payable for committee work, the person to be elected as Chairman of the Board, a chairman to preside over the Annual General Meeting, where applicable, for election of auditors and their fees and, guidelines for the composition of the Nominating Committee.
The Nominating Committee's recommendations for board members, directors' fees and election of auditors and more are presented in the notice of the Annual General Meeting. A statement explaining the Nominating Committee's recommendations on the Board's composition is published on Axfood's website in connection with publication of the AGM notice. All shareholders have the right to submit nominations of board members to the Nominating Committee. Nominations are to be submitted to the Nominating Committee chair by the given email address.
The Chairman of the Board presents an annual evaluation of the Board's work during the year to the Nominating Committee, and this forms the basis of the Committee's work - along with the corporate governance requirements stipulated in the Swedish Code of Corporate Governance and Axfood's own company-specific needs.
Nominating Committee ahead of Axfood’s 2021 AGM
Ahead of the Annual General Meeting 2020, and in accordance with the applicable instructions for the Axfood Nominating Committee, the following members have been appointed. The Nominating Committee ahead of the 2021 Annual General Meeting consists of Caroline Berg (Axel Johnson AB), Martin Gärtner (SEB Funds), Jan Särlvik (Nordea Funds) och Sussi Kvart (Handelsbanken Funds). Caroline Berg serves as Chairman of the Nominating Committee. Axfood’s Chairman, Mia Brunell Livfors, is a co-opted member of the Nominating Committee. Altogether the Nominating Committee represents approximately 54.6% of the votes and capital in Axfood as per 31 October 2020.
The Nominating Committee is tasked with – ahead of the 2021 Annual General Meeting – drafting recommendations for a chairman to preside over the Annual General Meeting, election of the Chairman of the Board and other board members, directors’ fees and auditors’ fees.
Axfood’s Annual General Meeting will be held on 24 March 2021 in Stockholm. Proposals from shareholders to the Nominating Committee were to have been received by the Nominating Committee by 31 December 2020.
Ahead of the Annual General Meeting 2021, the Nominating Committee proposes the re-election of directors Mia Brunell Livfors, Stina Andersson, Fabian Bengtsson, Caroline Berg, Christian Luiga and Christer Åberg, and that Peter Ruzicka be elected as a new director.