The Nomination Committee represents Endomines’ shareholders. It is tasked with preparing and presenting proposals to the Annual General Meeting on the number of Board members and candidates as well as fees to the Board of Directors and auditors.
The Nomination Committee must consist of three members. Of these, two must represent the major shareholders and one is the Chairman of the Board. The Chairman of the Board may not be the Chairman of the Nomination Committee. The two major shareholders, based on the ownership as at 31 August each year, have the right to appoint one member to the Nomination Committee each.
The majority of the members of the Nomination Committee must be independent of the Company and its executive management, and at least one of the members must be independent of the Company’s largest shareholders or, where applicable, any group of shareholders who act in concert in the governance of the company. The CEO or a member of the executive management group may not be members of the Nomination Committee, and Board Members may not constitute a majority of the Nomination Committee.
The Nomination Committee elects a chair from among its members. The Chairman of the Board of Directors may not be the Chairman of the Nomination Committee. If a member resigns from the Nomination Committee before its term has ended, where deemed necessary, a deputy shall be appointed by the shareholder represented by the resigning member or, if this shareholder no longer is one of the largest shareholders, by the new shareholder belonging to that category. If during the term of the Nomination Committee one or more of the shareholders represented by members of the Nomination Committee fall out of the category of largest shareholders in terms of votes, the members representing these shareholders shall vacate their posts and the shareholder(s) who became the largest in terms of votes shall elect their representatives. However, unless a special reason exists, no changes to the composition of the Nomination Committee shall be made if the changes occurred in the shareholdings are only marginal or if the change occurs later than two months before the general meeting where the matter of proposal for Nomination Committee will be dealt with.
The following persons have been appointed to the Nomination Committee for the Annual General Meeting 2019:
- Kyösti Kakkonen, representing Joensuun Kauppa ja Kone Oy;
- Ingeborg Åkermarck, representing Lago Kapital Oy; and
- Ingmar Haga, as Chairman of the Board of Endomines AB.
Shareholders can submit proposals to the Nomination Committee until 31 December 2018 to be considered at the Annual General Meeting 2019. Address: Endomines AB Nomination Committee, c/o Endomines AB (Finnish Branch), Ahventie 4 A, 02170 Espoo, Finland, or via email: email@example.com