Nomination Committee prior to 2018 Annual General Meeting in Essity Aktiebolag (publ)

Transcription

1 Nminatin Cmmittee prir t 2018 Annual General Meeting in Essity Aktieblag (publ) Decisin regarding appintments The 2017 annual general meeting decided that the nminatin cmmittee, until further ntice, shall be appinted in the fllwing manner. The nminatin cmmittee shall be cmpsed f representatives f the fur largest registered sharehlders in terms f vting rights accrding t the sharehlders register maintained by the cmpany as f the last banking day f August, and f the chairman f the bard f directrs. The chairman f the bard f directrs is t cnvene the first meeting f the nminatin cmmittee. The member representing the largest sharehlder in terms f vting rights shall be appinted chairman f the nminatin cmmittee. The chairman f the bard f directrs shall nt be chairman f the nminatin cmmittee. If deemed imprtant, due t later changes in the wnership structure, the nminatin cmmittee is authrized t appint ne r tw additinal members amng the sharehlders wh in terms f vting rights are the sharehlders next in turn. The ttal maximum number f members shall be seven. Shuld a member resign frm the nminatin cmmittee befre its wrk is cmpleted and, if the nminatin cmmittee cnsiders it desirable, a substitute member shall be appinted t represent the same sharehlder r, if the sharehlder is n lnger ne f the largest sharehlders in terms f vting rights, the largest sharehlder in terms f vting rights next in turn. Changes in the cmpsitin f the nminatin cmmittee shall be made public immediately. The cmpsitin f the nminatin cmmittee is t be annunced by Essity n later than by six mnths prir t the annual general meeting. Remuneratin shall nt t be paid t the members f the nminatin cmmittee. Any csts fr the wrk f the nminatin cmmittee shall be brne by Essity. The term f ffice fr the nminatin cmmittee ends when the cmpsitin f the fllwing nminatin cmmittee has been annunced. The nminatin cmmittee shall prpse the fllwing: the chairman f the general meeting, the bard f directrs, the chairman f the bard f directrs, remuneratin t the bard f directrs individually specified fr the chairman and each f the ther bard members including remuneratin fr cmmittee wrk, auditr and remuneratin t the auditr, and, t the extent deemed necessary, amendments t this instructin. 1

2 Cmpsitin f the nminatin cmmittee The nminatin cmmittee prir t the 2018 annual general meeting cmprises: Helena Stjernhlm, AB Industrivärden, Chairman f the nminatin cmmittee, Petter Jhnsen, Nrges Bank Investment Management, Stefan Nilssn, Handelsbankens Pensinsstiftelser and thers, Javiera Ragnartz, AMF ch AMF Funds, and Pär Bman, Chairman f the bard f directrs f Essity Aktieblag (publ). The nminatin cmmittee shall submit prpsals cncerning the matters listed belw fr presentatin t the 2018 annual general meeting fr decisin: Chairman f the annual general meeting Members f the bard f directrs Chairman f the bard f directrs Bard fees and distributin amng the Chairman and the ther bard members, as well as remuneratin fr wrk in cmmittees Auditr and fees fr the auditr Nminatin cmmittee fr next annual general meeting Sharehlders wh desired t present prpsals t the nminatin cmmittee have had the pprtunity t d s. The nminatin cmmittee s prpsals The nminatin cmmittee has submitted the fllwing prpsals t the 2018 annual general meeting. Electin f Chairman f the annual general meeting The nminatin cmmittee prpses that Eva Hägg, attrney at law, be elected as Chairman f the annual general meeting. Reslutin n the number f members f the bard f directrs and deputy directrs The nminatin cmmittee prpses that the number f bard members shall be nine, with n deputy directrs. 2

3 Reslutin n the number f auditrs and deputy auditrs The nminatin cmmittee prpses ne auditr, with n deputy auditrs. Reslutin n remuneratin t the bard f directrs and the auditr The nminatin cmmittee prpses that the remuneratin t each directr elected by the general meeting and wh is nt emplyed by the cmpany shall be SEK 740,000 and that the remuneratin t the Chairman f the bard f directrs shall be SEK 2,220,000. Members f the remuneratin cmmittee are each t receive an additinal remuneratin f SEK 111,000 while the Chairman f the remuneratin cmmittee is t receive an additinal remuneratin f SEK 143,000. Members f the audit cmmittee are each t receive an additinal remuneratin f SEK 264,000, while the Chairman f the audit cmmittee is t receive an additinal remuneratin f SEK 349,000. Remuneratin t the auditr is t be paid accrding t apprved invice. Reasned statement - remuneratin The nminatin cmmittee has cncluded that the prpsed remuneratin crrespnds t the market practice and is mtivated by the bard f directrs and the cmmittee s wrklad and respnsibility in Essity, a leading glbal hygiene and health cmpany. Electin f directrs and Chairman f the bard f directrs The nminatin cmmittee prpses re-electin f the bard members Ewa Björling, Pär Bman, Maija-Liisa Friman, Annemarie Gardshl, Bert Nrdberg, Luise Svanberg, Lars Rebien Sörensen, Barbara M. Thralfssn and Magnus Grth. Furthermre, Pär Bman is prpsed t be elected as Chairman f the bard f directrs. A majrity (eight ut f nine) f the prpsed bard members - Ewa Björling, Pär Bman, Maija-Liisa Friman, Annemarie Gardshl, Bert Nrdberg, Luise Svanberg, Lars Rebien Sörensen and Barbara M. Thralfssn are independent in relatin t the cmpany and the senir management. Out f these bard members, seven - Ewa Björling, Maija-Liisa Friman, Annemarie Gardshl, Bert Nrdberg, Luise Svanberg, Lars Rebien Sörensen and Barbara M. Thralfssn - are als independent f the cmpany s larger sharehlders. Only ne directr Magnus Grth, CEO wrks in the cmpany s crprate management. All bard members have sufficient experience f the requirements that a listed cmpany is subject t. Infrmatin regarding bard members prpsed fr re-electin can be fund n the cmpany s website, and in the cmpany s annual reprt 3

4 The nminatin cmmittee s reasned statement and presentatin f the nminatin cmmittee s wrk In September 2017, pursuant t the mandate f the annual general meeting, the Chairman f the bard f directrs summned representatives f the fur largest sharehlders in terms f vting rights, wh had declared that they are willing t participate in the nminatin cmmittee wrk, t frm part f the nminatin cmmittee tgether with the Chairman f the bard f directrs, ahead f the 2018 annual general meeting. On 15 September 2017, the cmpany annunced the cmpsitin f the nminatin cmmittee and hw sharehlders may submit prpsals t the nminatin cmmittee. The nminatin cmmittee f Essity has held three recrded meetings, ne meeting with majr institutinal sharehlders, and has met with the bard members and chief executive fficer. All decisins within the nminatin cmmittee have been unanimus. The aim f the nminatin cmmittee has been t prpse a bard f directrs where the individual bard members, as well as the bard in its entirety, meet great demands n relevant knwledge and experience, in rder t be able t carry ut effective bard wrk in Essity, characterized f high quality. The nminatin cmmittee has, in additin t the afrementined and in accrdance with the cmpany s diversity plicy, als strived t achieve gender balance in the bard f directrs. The nminatin cmmittee has applied rule 4.1 f the Swedish Crprate Gvernance Cde as diversity plicy in the preparatin f its prpsal. The nminatin cmmittee has als reviewed the results f the cmpany s evaluatin f the auditr s perfrmance, the audit cmmittee s recmmendatin regarding prpsal fr electin f auditrs, as well as the evaluatin f the bard f directrs increased wrklad and increased respnsibility. The nminatin cmmittee has thrughly familiarized itself with the bard's wrk and the specific requirements f the cmpany s peratins. The nminatin cmmittee has als reviewed the result f the cmpleted evaluatin f the individual bard members cntributin t the bard s wrk, f the chairman s wrk and f hw the bard functins tgether as a grup. The cnclusin is that the current bard and its wrk functins prperly. The nminatin cmmittee has been infrmed that all bard members, apart frm Jhan Malmquist wh has declined re-electin, are available fr re-electin. It has been deemed suitable t have nine bard members elected by the general meeting. In its prpsal regarding the bard f directrs, the nminatin cmmittee has paid specific attentin t the prpsed bard members ther assignments, t ensure that they are able t devte their assignment in the Essity bard the time and the cmmitment that is required. In light f the cnducted evaluatin, the nminatin cmmittee prpses re-electin f Ewa Björling, Pär Bman, Maija-Liisa Friman, Annemarie Gardshl, Magnus Grth, Bert Nrdberg, Luise Svanberg, Lars Rebien Sörensen and Barbara M. Thralfssn. The nminatin cmmittee cnsiders that the prpsed bard f directrs will btain an 4

5 apprpriate cmpsitin with regard t the cmpany s peratins, phase f develpment and ther relevant circumstances. The bard f directrs is characterized by diversity and breadth as t the bard members qualificatins, experience and backgrund. The prpsal als prvides cntinuity t the bard s wrk, which the nminatin cmmittee has cnsidered particularly imprtant in the light f the changes the cmpany has undergne. Five f the prpsed members f the bard are wmen and fur are men, which crrespnds t 56 % and 44 % f the bard members, respectively. The nminatin cmmittee cncludes that the stck exchange s rules regarding bard members relevant stck exchange experience have been met, as are the rules f the Crprate Gvernance Cde regarding the independence f bard members. Electin f auditr The nminatin cmmittee prpses Ernst & Yung AB as auditr fr the perid until the end f the annual general meeting If elected, Ernst & Yung AB has annunced its appintment f Hamish Mabn as auditr in charge. Reasned statement - auditr The nminatin cmmittee has reviewed the audit cmmittee s wrk regarding prpsals fr electin f auditrs as well as the audit cmmittee s recmmendatin in this regard. The current auditr, Ernst & Yung AB, has been the cmpany s auditr fr ne year. The cmpany s audit is a cmplicated prcess that, amng ther things, includes auditing in mre than 90 cuntries. Ernst & Yung AB has been deemed apprpriate fr this. Reslutin n the nminatin cmmittee The nminatin cmmittee des nt prpse any amendments t the instructin fr appintment f the nminatin cmmittee, see page 1, which is valid until further ntice. 5