OncoZenge’s Nomination Committee ahead of the Annual General Meeting for the fiscal year January – December 2021 comprises:
- Anna Ljung, styrelseordförande
- Karl Tobieson, utsedd av Linc AB
- Gillis Cullin, utsedd av Östersjöstiftelsen
- Dariush Hosseinian
The Nomination Committee is assigned according to the following principles: The Annual General Meeting assigns the Chairman of the Board of Directors to contact the three largest shareholders in term of votes or owner groups (hereby referred to both directly-registered shareholders and nominee-registered shareholders), according to a transcript of the share register maintained by Euroclear as per September 30, 2021 each appointing a representative to, besides the Chairman of the Board of Directors, constitute the Nomination Committee for the period until a new Nomination Committee is appointed by mandate from the next Annual General Meeting.
If any of the three largest shareholders or owner groups declines to elect a representative, the fourth largest shareholder or owner group will be asked, and so on, until the Nomination Committee consists of four members. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee is to be independent of the Company’s largest shareholder in term of votes, or any group of shareholders that act in concert in the governance of the Company. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. Board members may be members of the Nomination Committee but may not constitute a majority thereof. If more than one member of the Board of Directors is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the Company. The Nomination Committee appoints Chairman within the Committee. Neither the Chairman of the Board of Directors nor any other member of the Board of Directors may be Chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than six months prior to the next Annual General Meeting.
In the event that one of the members of the Nomination Committee resigns before the Committee´s work is completed and if the Nomination Committee is of the opinion that there is a need to replace the member, the Nomination Committee shall appoint a new member according to the principles above, but based on a transcript of the share register maintained by Euroclear, as soon as possible after the member has resigned. A change in the composition of the Nomination Committee shall be announced immediately. No fees shall be paid to the members of the Nomination Committee for their work in the Nomination Committee.
The Nomination Committee shall submit proposals on the following issues for resolution by the next Annual General Meeting:
a) Proposal for Chairman of the Meeting
b) Proposal for the Board of Directors
c) Proposal for Chairman of the Board of Directors
d) Proposal for fees to the Board of Directors, with distribution between the Chairman and other member of the Board of Directors
e) Proposal for the Company’s Auditors
f) Proposal for fee to the Company’s Auditors
g) Proposal for principles for establishing the Nomination Committee for the following Annual General Meeting
The 2022 Annual General Meeting for the fiscal year January – December 2021 will be held in Stockholm on May 23rd. In regard to the ongoing COVID-19 pandemic OncoZenge will continue to closely monitor the Public Health Agency of Sweden´s recommendations. Should OncoZenge’s AGM be impacted in terms of attending the AGM in person, the company will inform its shareholders.
Shareholders wishing to submit proposals to OncoZenge’s Nomination Committee can do so by e-mail to firstname.lastname@example.org by April 4th, 2022.