The Nominating Committee is established according to the principles resolved by the AGM.
The AGM 2019 decided that the Nominating Committee, until further notice, shall be appointed in the following manner. The Chairman of the Board shall be given a mandate to contact the Company’s four largest shareholders and ask them each to appoint one representative to make up the Nominating Committee, together with the Chairman of the Board, for the period until a new Nominating Committee has been appointed. If any of these shareholders waives his or her right to appoint a representative, the next largest shareholder in terms of the number of votes shall be asked to appoint a representative. The names of the members of the Nominating Committee shall be published no later than six months before each Annual General Meeting. The four largest shareholders shall be identified on the basis of the known numbers of votes on July 31, the year before the forthcoming Annual General Meeting. No remuneration shall be payable to the members of the Nominating Committee. Any expenses incurred in the course of the Nominating Committee’s work shall be borne by the Company.
The AGM also resolves on instructions for the Nominating Committee and according the instructions the Nominating Committee shall submit to the AGM proposals regarding any changes to these instructions. The Nominating Committee’s duties are to prepare and submit proposals to the AGM concerning the election of the Chairman of the AGM, the election of the Chairman and other members of the Board, the amount of Board fees and their apportionment between the Chairman of the Board and other Board members and any fees for committee work, as well as the election of and fees to be paid to the auditors. The Nominating Committee’s proposals are publicly announced no later than on the date of notification of the AGM. Shareholders may submit proposals to the Nominating Committee.
In the autumn of each year, the Board of Directors commissions an external consultant to evaluate the performance and functioning of the Board’s work. The Chairman of the Board informs the Nominating Committee about the outcome of the evaluation. This evaluation gives the Nominating Committee a basis from which to assess the competence and experience of the Board members and requirements for the future. The Nominating Committee is to meet as often as necessary to discharge its duties, but at least once per year.
Nominating Committee for the Annual General Meeting 2023
Ahead of the Annual General Meeting 2023, and in accordance with the applicable instructions for the Swedish Match Nominating Committee, the following members have been appointed. In addition to Conny Karlsson (Chairman of the Board), the following (in alphabetical order) have been appointed members of the Nominating Committee: Ferrie Al-Chalabi (Cantillon Capital Management), John Hempton (Bronte Capital), Roseanna Ivory (abrdn), and Dan Juran (Framtiden Management Company, LLC). Dan Juran serves as Chairman of the Nominating Committee.
Contacting the Nominating Committee
Shareholders may submit its proposals to the Company’s Nominating Committee at any time. However, any proposal should be submitted to the Committee no later than two months prior to the Annual General Meeting, so that the Nominating Committee can consider proposals received with due care.
Proposals shall be submitted to:
The Nominating Committee
c/o General Counsel Marie-Louise Heiman
Swedish Match AB
SE- 118 85 Stockholm, Sweden