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 2021 Annual General Meeting adopted the following instructions for Axfood’s Nominating Committee, to apply until new instructions have been adopted.
The Company shall have a nominating committee composed of members of whom one each is appointed by each of the four largest known shareholders in the Company in terms of votes as per the last business day in August the year before the Annual General Meeting. If any of these shareholders chooses to refrain from its 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.
During the mandate period, if a shareholder that has appointed a member to the Nominating Committee is no longer one of the four (or where applicable, a maximum of six) largest shareholders, the member appointed by such shareholder shall make their seat available. The shareholder that has become one of the largest shareholders shall then have the right to appoint a member. However, if only marginal changes in the number of votes have taken place or if a change takes place later than three months before the Annual General Meeting, no changes shall be made in the Nominating Committee’s composition, unless special reasons exist. If a member chooses to leave the Nominating Committee before its work is completed, the shareholder that appointed the member shall have the right to appoint a new member. Changes in the Nominating Committee’s composition shall be made public as soon as such have been made.
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 2021, and in accordance with the applicable instructions for the Axfood Nominating Committee, the following members was appointed. Caroline Berg (Axel Johnson AB), Martin Gärtner (SEB Funds), Jan Särlvik (Nordea Funds) and Sussi Kvart (Handelsbanken Funds) were appointed members of the Nominating Committee. Caroline Berg served as Chairman of the Nominating Committee. Axfood’s Chairman, Mia Brunell Livfors, was a co-opted member of the Nominating Committee. Altogether the Nominating Committee represented approximately 54.6% of the votes and capital in Axfood as per 31 October 2020.