The Nomination Committee’s primary task is to submit proposals to the Annual General Meeting regarding the composition of the Board of Directors, election of auditors, the board remuneration and auditors´ fees, which is then resolved by the AGM.
The Nomination Committee represents the shareholders. Its task is to draw up proposals ahead of the AGM regarding the election of the Chairman of the Board at the AGM, a resolution regarding the number of Board members, election of and resolution regarding fees for Board members, Chairman of the Board and auditor, election of and resolution regarding fees to members of other special committees or committees that the general meeting can resolve to appoint as well as proposals for principles for the appointment of a Nomination Committee for resolution by the general meeting.
According to instructions adopted by the annual general meeting in 2015, the Nomination Committee ahead of each AGM shall consist of representatives of the three largest shareholders in terms of voting rights as of September 30 of each year, together with the Chairman of the Board. If any of these shareholders choose to waive their right to appoint a representative, the right is transferred to the shareholder with the largest shareholding after these shareholders, and so on.
As long as the three founders Henrik Eskilsson, John Elvesjö, and Marten Skogö collectively own shares in the company, directly or indirectly, that make them one of the three largest owners, they have the right to jointly nominate one of the three shareholder representatives in the Nomination Committee. The member representing the largest shareholder shall convene the first meeting of the Nomination Committee and be appointed as chairman of the Nomination Committee unless the Committee unanimously appoints someone else. However, the Chairman of the Board may not serve as chairman of the Nomination Committee.
Ahead of the 2024 AGM, the Nomination Committee was composed of:
Erik Durhan, appointed by Öhman Fonder
Kent Sander, appointed by Tobii’s three founders
Helen Fasth Gillstedt, appointed by Handelsbanken Fonder (chair)
Per Norman, Tobii’s Chairman
Collectively, the members of the nominating committee represented approximately 23% of the votes in the company as of September 30, 2023.
The names of the members have been announced more than six months prior to the AGM and meet the requirements for independence.
All shareholders are entitled to submit proposals for Board members to the Nomination Committee by email at valberedning@tobii.com. The Nomination Committee’s proposal, an account of the Nomination Committee’s work ahead of the AGM, as well as supplementary information about proposed Board members are published in connection with the convening notice and will be presented at the AGM. The last date to submit proposals before the annual general meeting 2024 was January 31st, 2024.
