Humana AB shall, according to the instruction regarding the appointment of the Nomination Committee, have a Nomination Committee comprising one representative for each of the four principal shareholders in terms of votes and the Chairman of the Board.
Based on the ownership structure as of August 31, 2020 and considering that Argan Capital, which as of this date is Humana's third largest shareholder through the company Air Syndication SCA, has declined to be represented in the Nomination Committee, the following persons have been appointed to members of the Nomination Committee for the 2021 Annual General Meeting:
- Fredrik Strömholm, representative from Impilo Care AB, chairman of the Nomination Committee
- Alexander Kopp, representative from Incentive AS
- Mats Hellström, representative from Nordea Funds Ltd
- Simone Hirschvogl, representative from SEB Investment Management AB
- Sören Mellstig, Humana’s Chairman of the Board
The Nomination Committee shall prepare proposals for the 2021 Annual General Meeting regarding the Chairman of the Annual General Meeting, number of Board members, fees to be paid to each of the Board members, election of Board members and Board Chairman, remuneration to the auditor and election of auditor and, if necessary, proposal for changes in the instruction to the Nomination Committee.
The 2021 Annual General Meeting of Humana AB was held on May 11, 2021.
Instruction nomination committee
In February 2016 at an extraordinary General Meeting Humana adopted an instruction regarding the appointment of the Nomination Committee, applicable until the General Meeting resolves otherwise.
Instruction regarding the appointment of the Nomination Committee
The nomination committee shall be composed of the representatives of the four largest shareholders in terms of voting rights listed in the shareholders’ register maintained by Euroclear Sweden AB as of 31 August or as of the last banking day in August,* and the Chairman of the Board of Directors, who will also convene the first meeting of the nomination committee (convenor).
The member representing the largest shareholder in terms of voting rights shall be appointed chairman of the nomination committee. The chairman of the board of directors shall not be the chairman of the nomination committee.
In the event that a member leaves the nomination committee prior to the work of the committee having been completed, a representative from the same shareholder may replace the leaving member, if deemed necessary by the nomination committee. In the event that a shareholder represented in the nomination committee significantly has reduced its holding of shares in the company, the representative from such shareholder may resign and, if deemed appropriate by the nomination committee, a representative from the shareholder next in line in terms of size may be provided an opportunity to enter. If the shareholding in the company is otherwise significantly changed before the nomination committee's work has been completed, a change in the composition of the nomination committee may take place, in such way that the nomination committee deems appropriate. Changes in the composition of the nomination committee shall be made public immediately.
The composition of the nomination committee is to be announced no later than six months before the annual general meeting.
Remuneration shall not to be paid to the members of the nomination committee. The company is to pay any necessary expenses that the nomination committee may incur in its work.
The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.
The nomination committee shall propose the following: chairman at the general meeting, board of directors, chairman of the board of directors, auditor, remuneration to the board of directors divided between the chairman and the other directors as well as remuneration for committee work, remuneration to the company’s auditor and, if deemed necessary, changes to this instruction for the nomination committee.
This instruction shall apply until further notice.
*The shareholding statistics used shall be sorted by voting power (grouped by owners) and cover the 25 largest in Sweden direct registered shareholders, i.e. shareholders having registered an account with Euroclear Sweden AB in their own name or shareholders holding a custody account with a nominee that have reported the identity of the shareholder to Euroclear Sweden AB.