In accordance with the Swedish Corporate Governance Code (the “Code”), MIPS shall have a Nomination Committee that is responsible for making proposals to the General Meeting in respect of the elections of Chairman at General Meetings, the Directors of the Board, the Chairman of the Board of Directors, the auditor, resolutions regarding the remuneration to the Board (divided between the Chairman of the Board and other Board members, and remuneration for committee work), the remuneration to the auditor, and to the extent deemed necessary, proposals for amendments to the instruction for the Nomination Committee.
The 2019 Annual General Meeting of MIPS held on 9 May 2019 adopted revised instructions for the Nomination Committee´s composition and work within the company.
According to these, the nomination committee shall consist of three members elected by the three largest shareholders at the end of August each financial year as well as the chairman of the board. The largest shareholders means the largest owner registered shareholders or the largest shareholders that are otherwise known, at the end of the month of August. A member of the nomination committee shall, before the appointment is accepted, carefully assess whether a conflict of interest is at hand.
The members of the nomination committee shall be announced on the company’s website at the latest six months before the Annual General Meeting. If, earlier than three months before the Annual General Meeting, one or more shareholders who nominated members of the nomination committee no longer belong to the three largest shareholders, members appointed by them shall make their seats available and the shareholder or shareholders who are among the three largest shareholders shall be entitled to appoint their representatives.
If a member leaves the nomination committee before its work is completed and the nomination committee finds it desirable that a replacement is appointed, such replacement shall be appointed by the shareholder who appointed the member who has left the nomination committee or, if that shareholder no longer belongs to the three largest shareholders, from shareholders who size-wise, it is next in turn.
A shareholder who has appointed a member of the nomination committee shall have the right to dismiss such member and appoint a new member.
The nomination committee shall comply with the requirements of composition set out in the Code. If the larger shareholders, which have a right to appoint members of the nomination committee, want to appoint persons resulting in that the requirements of the nomination committee’s composition set out in the Code is not complied with, a larger shareholder shall have priority of its first hand choice over a smaller shareholder. In the event of appointment of a new member resulting from a material ownership change, the shareholder that shall appoint a new member shall take into account the current nomination committee’s composition.
Changes in the nomination committee’s composition shall be announced immediately.
The nomination committee shall appoint from their number the chairman of the nomination committee. The chairman of the board may not be chairman of the nomination committee.
The term of office for the appointed nomination committee shall be until the appointment of a new nomination committee.
The nomination committee shall have the right to charge the company with costs for, for example, recruitment consultants who may be required for the nomination committee to be able to fulfil its obligations. No remuneration shall be paid to the members of the nomination committee.
Nomination Committee prior to 2019 Annual General Meeting has been appointed by Bell Technology Acquisition LLC (BTA), Robur fonder and Tredje AP-fonden, each appointing their representative who, together with the Chairman, shall constitute the company´s Nomination Committee.
The members of the Nomination Committee are
Johan Winnerblad (BTA)
Annika Andersson (Robur fonder)
Peter Lundqvist (Tredje AP-fonden)
Magnus Welander (Chairman of the Board of MIPS AB)
MIPS will in due time prior to, and at the latest six months before the 2020 Annual General Meeting, announce the names of the members of the Nomination Committee on the company’s website.
All shareholders have a right to submit proposals to the Nomination Committee. The Nomination Committee’s proposals regarding board members, remuneration to the Board, audit fees etc. auditors will be presented in the notice to the Annual General Meeting. A statement from the Nomination Committee on the composition of the Board of Directors will be published on the company´s website in connection with the publication of the notice to attend the Annual General Meeting.