The Committee’s task is to draw up proposals for the appointment of the AGM chairman, Chairman of the Board and Directors, Directors’ fees, the
appointment of auditors, auditors’ fees and any amendments to the principles governing the election of the Nominating Committee. The proposal for Directors’ fees must specify a breakdown between the Chairman, other Directors and committee work.
On 29 September 2011, Fabege announced that a Nominating Committee had been formed with representatives of the largest shareholders, who had accepted participation, in accordance with a resolution passed at the company’s 2011 Annual General Meeting.
Based on ownership as of 31 January 2012 the following shareholders of Fabege have been offered a membership in the Fabege's Nominating Committee:
- Bo Forsén (Brinova Fastigheter AB)
- Fredrik Grevelius (Investment AB Öresund)
- Eva Gottfridsdotter-Nilsson (Länsförsäkringar fondförvaltning)
- Anders Rydin (SEB fonder)
Bo Forsén has served as Chairman of the Nominating Committee. The four shareholder representatives jointly represented approximately 27.5 per cent of the voting rights in Fabege as per 31 January 2012.
Shareholders who would like to submit proposals to the Nominating Committee can do this by emailing nominatingcommittee@fabege.se or writing to Fabege AB, Nominating Committee, Box 730, SE 169 27 Solna.
Principles for appointment of the Nominating Committee
The following principles shall apply for the appointment of the Nominating Committee. The proposals conform to the principles for the previous year:
1. The Nominating Committee shall consist primarily of one representative for each of the four largest shareholders. If an owner wants to waive his/her place, this place shall be offered to the next largest shareholder. In addition, the Nominating Committee may decide to include the Chairman of the Board as a member of the Nominating Committee. The name of the members of the Nominating Committee and the owners they represent must be announced not later than six months prior to the AGM and based on the published ownership immediately prior to the announcement. The Nominating Committee’s period in office extends until a new Nominating Committee has been appointed. The Chairman of the Nominating Committee shall be the member representing the largest shareholder, unless otherwise agreed by the Nominating Committee.
2. In the event of significant ownership changes among the largest owners and, if following this significant change, a new shareholder has been added to represent one of the four largest shareholders, the Nominating Committee shall offer this shareholder a seat on the Nominating Committee either by deciding that this shareholder shall replace the smallest of the four largest shareholders after the change or by increasing the Nominating Committee by one member. The owner appointing a representative in the Nominating Committee is entitled to discharge such a member and appoint a new representative. The changes in the Nominating Committee must be published.
3. The Nominating Committee shall prepare proposals for resolutions by the AGM on the following issues:
- proposal for Chairman of the AGM
- proposal for Board of Directors
- proposal for Chairman of the Board of Directors
- proposal for Directors’ fees, distributed between the Chairman and other Directors, and any remuneration for committee work
- proposal for auditors
- proposal for remuneration of the company’s auditors
- any proposals for changes in the guidelines for the composition of the Nominating Committee.
4. The company is responsible for defraying appropriate expenses deemed necessary by the Nominating Committee to fulfil its task.