The company shall have an Nomination Committee made up of the Chairman of the Board plus four other members representing each of the four largest shareholders in terms of the number of votes, not including the shareholder that the Chairman of the Board may represent.
The largest shareholders in terms of the number of votes will be contacted based on the company’s register of shareholders (by shareholder group) held by VPC as at 31 August 2007. Any shareholder not registered with VPC which wishes to exercise its right shall notify this to the Chairman of the Board and shall be able to substantiate its shareholding. The Chairman of the Board shall contact the four largest shareholders in terms of the number of votes as described above as soon as possible after the end of August and ask them to each appoint a member.
If any of the shareholders declines the right to appoint a member of the Nomination Committee the next largest shareholder shall be given opportunity to appoint a member. The names of the shareholders’ representatives and the names of the shareholders that they represent shall be announced at least six months prior to the AGM. The term of office of the Nomination Committee shall be until a new Nomination Committee is appointed. Unless the members agree otherwise, the chairman of the Nomination Committee shall be the member representing the largest shareholder. Should a member leave the Nomination Committee before its work is complete and the Nomination Committee deems it necessary to replace this member, the Nomination Committee shall appoint a new member. No fees shall be paid to the members of the Nomination Committee. The Nomination Committee may charge to the company any reasonable costs for travel expenses and investigations.
The Nomination Committee shall submit proposals to the AGM for:
- election of the chairman of the meeting,
- election of the Chairman of the Board and the other members of the company’s Board,
- fees to the Board, distributed between the Chairman and the other Board members, as well as any compensation for committee work,
- election of and fees to auditors and deputy auditors (where applicable).
- resolution on principles for the establishment of a new Nomination Committee
Annual General Meeting