Cibus applies the Swedish Corporate Governance Code and according to this, the company shall have a nomination committee whose purpose is to submit proposals regarding the chairman of general meetings, candidates for board members (including the chairman), fees and other remuneration to each board member and remuneration for committee work, election and remuneration to external auditors and proposals for the nomination committee for the next Annual General Meeting. The nomination committee's proposals are presented in the notice convening the Annual General Meeting.
The current instruction to the nomination committee are described below:
The company shall have a nominations committee consisting of four members, one appointed by each of the three largest shareholders as well as the chairman of the board.
- The largest shareholders shall be contacted by the chairman of the board on the basis of a list, provided by Euroclear Sweden AB, of the largest shareholders as per the last banking day in August. Following the contact, the owners shall within 14 days inform the chairman weather or not they wish to participate in the work of the nominations committee. If any of the three largest shareholders do not wish to appoint a member, the following shareholder, based on size, shall be contacted and be given one week to appoint a member if they so wish. The name of the four representatives and the names of the party they represent shall be made public as soon as the nomination committee has been appointed, however, no later than six months before the annual general meeting. If at that point less than four members have been appointed, the nomination committee will have fewer members.
- The mandate period of the nominations committee will last until a new nominations committee has been appointed.
- The nominations committee shall, if not otherwise jointly agreed, appoint the representative of the largest shareholder as its chairman. The first meeting shall, however, be opened by the chairman of the board of the company. There will be no renumeration paid by the company for nomination committee work.
- If a material change in the ownership structure occurs and a shareholder that after this material change has become one of the three largest shareholders informs the nominations committee of its wish to join, the nominations committee shall offer this shareholder a seat in the nominations committee, either through this new member replacing the member representing the smallest shareholder or through increasing the number of members with one more member. Changes of ownership less than two months prior to the AGM shall be disregarded. The number of members in the nominations committee may, however, never exceed five. If, for any other reasons, a member leaves the nomination committee before its work has been concluded or ceases to represent the shareholder who appointed the member, the shareholder that appointed that member shall have the right to appoint a new member. All changes in the composition of the nominations committee shall be published as soon as they occur.
The nominations committee is to prepare and propose for the annual general meeting:
- election of chairman of the annual general meeting
- election of chairman of the board, other board members and number of board members
- fee to the chairman of the board and fees to other board members, as well as compensation for committee work
- election of auditor and possible deputy auditor and determination of auditor's fee, and
- to the extent it is deemed necessary, changes of this instruction for the nomination committee to
the coming AGM
The nominations committee shall have the right to incur expenses for the company regarding e.g. recruitment services and other consultancy services that are needed for the nominations committee to conclude its tasks. Otherwise, the nominations committee shall perform the tasks ensuing from the Swedish Code of Corporate Governance.
Cibus Nordic's nomination committee AGM 2022
Cibus Nordic has followed the nominations committee instructions and appointed the following individuals to the nomination committee:
- Olof Nyström, nominated by The Fourth Swedish National Pension Fund
- Markus Dragicevic, nominated by Dragfast AB
- Johannes Wingborg, nominated by Länsförsäkringar Fondförvaltning AB (publ)
- Patrick Gylling, Chairman of the Board of Cibus Nordic
In the Nomination Committee, Olof Nyström, representing The Fourth Swedish National Pension Fund, has been appointed Chairman of the Nomination Committee.
Shareholders have the opportunity to submit nomination proposals to the committee.
CFO & Head of IR
+46 (0) 70 858 04 53