Background to the proposal
In accordance with the resolution of the 2018 annual general meeting regarding the procedure for the nomination committee, a nomination committee was convened by the chairman of the board Werner Braun (being the person summoning the nomination committee) to prepare the proposals for Acarix AB's annual general meeting 2019.
The nomination committee for the 2019 annual general meeting comprised of Claus Andersson, appointed by Sunstone Capital, Ulf Rosén, appointed by SEED Captial, Hong Yun Fei, appointed by Puhua Jingxin, and Werner Braun, chairman of the board. The nomination committee elected Claus Andersson as its chairman. The four members of the nomination committee (except Werner Braun who is appointed in his capacity as chairman of the board) committee have been appointed by shareholders that as of the end of September 2018 jointly represent approximately 53 percent of the total votes in Acarix AB.
Account of the work in the Nomination Committee
The nomination committee has held meetings in person and per telephone since it was appointed. Furthermore, the nomination committee has had additional contacts and there have also been additional contacts and consultation with the chairman of the board and other board members. The nomination committee has at the meeting discussed those questions that are incumbent on a nomination committee in accordance with the Swedish Corporate Governance Code (the "Code"). The shareholders have been informed that they may submit proposals to the nomination committee. No considerations have been raised to the nomination committee's attention by the shareholders on the questions at issue.
The nomination committee's proposal regarding the board of directors
The nomination committee proposes:
that Werner Braun is re-elected as the chairman of the board.
Denis Gestin will not run for re-election.
The nomination committee's motivated opinion regarding proposed board of directors
The nomination committee has considered the evaluation that has been made regarding the board of directors' work. This evaluation has shown that the current members of the board represent a wide competence, including an extensive knowledge of the business, experience and financial knowledge. There has been a large commitment and participation by each board member. In addition to consider the evaluation of the board, the nomination committee has had meetings with the board members separately. The nomination committee has concluded that the current board of directors has functioned well during the period since it was elected and that the work of the board has been carried out in a solid and efficient manner and the chairman of the board has led the board of directors well.
The nomination committee has, when preparing its proposal for the board of directors, in particular, considered the company's strategic development and governance when assessing the qualifications required with respect to the competence and composition of the board of directors. In addition, the nomination committee has considered the board of directors' need of versatility and width with respect to competence, experience and background as well as the continuing need for renewal.
The nomination committee is of the opinion that the proposed board of directors has, taking in to consideration the operations, development and other circumstances, an appropriate composition in order to take on the needs required by the company's operations.
On a long-term basis, the nomination committee strives to achieve an equal distribution of women and men of the board of directors. In the opinion of the nomination committee it is important to always search for competent directors among both men and women. The nomination committee has therefore continued its discussions regarding diversity, e.g., in view of the Code’s requirement to state how the equal gender distribution policy has been applied. The nomination committee has chosen to apply the Section 4.1 of the Code as the equal gender distribution policy, which states that the board shall collectively exhibit diversity and breadth of qualifications, experience and background, and shall further strive for equal gender distribution. The proposal from the nomination committee comprises of one women and five men. The proportion of women thereby is 16.7 percent. Five men and one women are proposed as board members, which is the same equal gender distribution as last year. Based on the nomination committee’s considerations set out above regarding the directors' background and experience, as well as the continuity for the continued board work, the nomination committee will continue to specifically consider and strive for a greater diversity and equal gender distribution.
After an assessment of the proposed directors' independence the Nomination Committee has found that their proposal for the composition of the board of directors of the company fulfills the requirements stipulated in the Code. With respect to the proposed members of the board, Claus Andersson, Ulf Rosén and Yunfei Hong may be considered dependent in relation to the company's major shareholders. The other proposed directors are considered independent to the company, the management of the company and the company's major shareholders.
Further information regarding the for re-election proposed directors is available at the company's website www.acarix.com and in the annual report for 2018.
Items 2 and 10-13: The nomination committee's full proposal for the annual general meeting on 16 May 2019
Item 2: Election of chairman of the general meeting
The nomination committee proposes that Joakim Falkner, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.
Items 10-12: Determination of the number of directors and auditors, remuneration to the board of directors and the auditors, election of the board of directors and the auditors
The nomination committee proposes that the board shall consist of six directors. The nomination committee further proposes that the number of auditors shall be one registered accounting firm.
The nomination committee that the remuneration is to be EUR 170,000 in total and shall be paid to the board of directors and the members of the established committees as follows (120,000 euro previous year):
The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.
The nomination committee further proposes the re-election of the registered audit firm Öhrling PricewaterhouseCoopers AB as the company's auditor for a period up until the end of the next annual general meeting. Öhrling PricewaterhouseCoopers AB has announced its appointment of Cecilia Andrén Dorselius as main responsible auditor
Further information regarding the new proposed director
Paolo Raffaelli comes with 20+ years of international management experience from sales, marketing and general business management in the cardiovascular sector. In addition, he brings experience of managing distributors and diversified sales channels within medical technologies including upstream/downstream strategic marketing. His previous engagements included companies such as Medtronic, Maquet (Getinge group), Guidant and most recently director of marketing and education in the EMEA region at Abbott, based in Brussels.
Education: MSc. In Electronics, University “La Sapienza” Rome, Italy. Master of Business Administration, IMD in Lausanne, Switzerland. In addition, several training programs at UCLA, Kellogg Business school etc. Speaks Italian, Swedish and English fluently
Year of birth: 1965
Direct or related person ownership in the Company: 0
Item 13: Resolution regarding adoption of principles for the nomination committee
The nomination committee propose that the following principles for the nomination committee are adopted.
Role of the nomination committee
The Company shall have a nomination committee with the task of preparing and proposing decisions to the shareholders' meetings on electoral and remuneration issues and, where applicable, procedural issues for the appointment of the subsequent nomination committee. The nomination committee is to propose:
The nomination committee shall in its assessment of the evaluation of the board an in its proposal in particular take into consideration the requirement of diversity and breadth on the board and strive for equal gender distribution. Regardless of how they have been appointed, the members of the nomination committee are to promote the interests of all shareholders of the Company.
Members of the nomination committee
The nomination committee, which shall be appointed for the time until a new nomination committee has been appointed, shall consist of four members, of whom three shall be nominated by the Company's three largest shareholders with respect to voting power and the fourth shall be the chairman of the board. The chairman of the board shall as soon as reasonably practicable after the end of the third quarter, in an adequate manner, contact the three ownerregistered largest shareholders, with respect to votes, according to the share register kept by Euroclear Sweden AB at that time and request that they, taken into consideration the circumstances, within a reasonable time which may not exceed 30 days, nominate in writing to the nomination committee that person whom the shareholder wishes to appoint as member of the nomination committee. If any of the three largest shareholders elects not to exercise their right to appoint a member of the nomination committee, the next shareholder in consecutive order shall be entitled to appoint a member of the nomination committee. In the case that several shareholders abstain their right to appoint a member of the nomination committee, the chairman of the board shall not be required to contact more than eight shareholders, unless its necessary in order to obtain a nomination committee consisting of a minimum of three members.
Unless otherwise agreed between the members, the chairman of the nomination committee shall be nominated by the largest shareholder. A member of the board shall never be the chairman of the nomination committee.
If a shareholder who has appointed a member of the nomination committee during the year ceases to be one of the Company's three largest shareholders, the member appointed by such shareholder shall resign from the nomination committee. Instead, a new shareholder among the three largest shareholders shall be entitled to independently and in its sole discretion appoint a member of the nomination committee. However, no marginal changes in shareholding and no changes in shareholding which occur later than three months prior to the annual general meeting shall lead to a change in the composition of the nomination committee, unless there are exceptional reasons.
If a member of the nomination committee resigns before the nomination committee has completed its assignment, for reasons other than set out in item 2.3, the shareholder who has has appointed the member shall be entitled to independently and in its sole discretion appoint a replacement member. If the chairman of the board resigns from the board, his/her successor shall replace the chairman of the board also on the nomination committee.
A change in the composition of the nomination committee shall be published without undue delay on the website of the Company.
Announcement of the nomination committee members
The chairman of the board shall ensure that the names of the members of the nomination committee, together with the names of the shareholders they have been nominated by, are published on the Company's website no later than six months before the annual general meeting.
If a member leaves the nomination committee during the year, or if a new member is appointed, the nomination committee shall ensure that such information, including the corresponding information about the new nomination committee member, is published on the website.
Proposals to the nomination committee
Shareholders shall be entitled to propose board members for consideration by the nomination committee. The nomination committee shall provide the Company with information on how shareholders may submit recommendations to the nomination committee. Such information shall be announced on the Company's website.
The chairman of the board of directors shall, as part of the work of the nomination committee, keep the nomination committee informed about the work of the board of directors, the need for particular qualifications and competences, etc., which may be of importance for the work of the nomination committee.
Proposals by the nomination committee
When preparing its proposals, the nomination committee shall take into account that the board of directors is to have a composition appropriate to the Company's operations, phase of development and other relevant circumstances. The directors shall collectively exhibit diversity and breadth of qualifications, experience and background. The nomination committee shall further strive for equal gender distribution.
The nomination committee shall provide the Company with its proposals for board members in such time that the Company can present the proposals in the notice of the shareholders' meeting where an election is to take place.
When the notice of the shareholders' meeting is issued, the nomination committee shall issue a statement on the Company's website explaining its proposals regarding the composition of the board of directors. The nomination committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution. The statement is also to include an account of how the nomination committee has conducted its work. In case a resigning managing director is nominated for the position of chairman of the board of directors, the nomination committee shall specifically explain the reasons for such proposal.
The nomination committee shall ensure that the following information on candidates nominated for election or re-election to the board of directors is posted on the Company's website at the latest when the notice to the shareholders' meeting is issued:
Account of the work of the nomination committee
All members of the nomination committee, where possible, and as a minimum one of the members, shall be present at the annual general meeting.
The nomination committee shall at the annual general meeting, or other shareholders' meetings where an election is to be held, give an account of how it has conducted its work and explain its proposals against the background of what is provided about the composition of the board in 5.1. The nomination committee shall in particular explain its proposal against the background of the requirement in 5.1 to strive for an equal gender distribution.
Fees and Costs
No fee shall be payable by the Company to any member of the nomination committee.
The Company shall bear all reasonable costs associated with the work of the nomination committee. Where necessary, the nomination committee may engage external consultants to assist in finding candidates with the relevant experience, and the Company shall bear the costs for such consultants. The Company shall also provide the nomination committee with the human resources needed to support the nomination committee's work.
A member of the nomination committee may not unduly reveal to anyone what he/she has learned during the discharge of his/her assignment as a nomination committee member. The duty of confidentiality applies to oral as well as written information and applies also after the assignment has terminated.
A nomination committee member shall store all confidential materials that he/she receives by reason of the nomination committee assignment in a manner so that the materials are not accessible to third parties. After the assignment has terminated, a nomination committee member shall hand over to the chairman of the board all confidential materials that the nomination committee member has received in his/her capacity as nomination committee member and still has in his/her possession, including any copies of the materials, to the extent reasonably possible taking into account inter alia technical aspects.
The chairman of the nomination committee may make public statements about the work of the nomination committee. No other nomination committee member may make statements to the press or otherwise make public statements regarding the Company and the Company group unless the chairman of the board has given permission thereto.