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Transcription

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2 AHEAD OF THE 2015 ANNUAL GENERAL MEETING The Nomination Committee and its work In accordance with the procedure for establishment of a nomination committee that was approved by the 2014 Annual General Meeting, Eniro s largest shareholders on the last business day in August 2014 have been identified. The four largest shareholders, known to the Company, that were willing to participate in the work of the Nomination Committee have each appointed a representative for the Nomination Committee. At its first meeting on October 13, 2014, the Nomination Committee constituted itself as follows: Ulric Grönvall; appointed by Danske Capital AB, Åsa Nisell; Swedbank Robur funds, Staffan Persson; Nortal Capital AB, Sebastian Jahreskog; direct holding and holding through company and Lars-Johan Jarnheimer; Chairman of the Board. At the constituting meeting, Ulric Grönvall was appointed to serve as Nomination Committee chair. A press release on the Nomination Committee s composition was issued on October 13, 2014, i.e., more than six months ahead of the 2015 Annual General Meeting. The Nomination Committee has held seven meetings at which minutes were recorded, and between those meetings the members remained in contact. At the initial stage of the nomination process, the Chairman of the Board reported on the Board s and the committee s work after the 2014 Annual General Meeting, and the Company s acting CEO reported on the Company s current situation and future challenges. Because of the events in the Company as announced in the Company s press releases, inter alia the previous CEO s resignation and the police report against the same, defects in the book-keeping and amended forecast for the full year, it was resolved to interview all board members appointed by the general meeting and the Company s auditor. Following these reviews, the Nomination Committee performed a review of the overall expertise of the existing board members, discussed requirement profiles for new members, interviewed potential candidates, and agreed on a recommendation for the Board s composition. No nominations for candidates have been received by the Nomination Committee from shareholders outside of the Nomination Committee. All decisions by the committee regarding its recommendations were unanimous. The Nomination Committee s recommendations The Nomination Committee hereby submits the following recommendations to the 2015 Annual General Meeting of Eniro AB. Election of chairman of the Annual General Meeting (Item 2 of the proposed agenda) The Nomination Committee recommends that the lawyer Dick Lundqvist, be elected to serve as chairman of the Annual General Meeting. Determination of the number of board members and deputy board members to be elected by the Annual General Meeting (Item 11 of the proposed agenda) The Nomination Committee recommends that the Board of Directors be composed of [six] members and no deputy members for a term extending through the end of the 2016 Annual General Meeting. Determination of directors fees (Item 12 of the proposed agenda) The Nomination Committee recommends that the fee payable to the Chairman of the Board shall remain unchanged at SEK 1,100,000. The fee payable to each of the other AGM-elected board members is recommended to be unchanged at SEK 420,000. The Committee also recommends that the directors fees for committee work remain unchanged; accordingly, a fee of SEK 150,000

3 shall be payable to the Audit Committee chair, and a fee of SEK 75,000 shall be payable to each of the four other members of the Board s committees. In summary, it is proposed that the total directors fees remain unchanged at SEK 3,650,000. Provided it is cost neutral for the Company, the fees may be invoiced through a board member s wholly owned company. The Nomination Committee encourages board members to own common shares in the Company and recommends that directors purchase common shares for a value corresponding to 20% of their gross fee per year until such time that their total investment is worth at least one year s gross fee. Election of the Chairman of the Board, other board members and any deputy board members (Item 13 of the proposed agenda) The Nomination Committee recommends the following persons as board members: re-election of Leif Aa. Fredsted, Stina Honkamaa Bergfors, Lars-Johan Jarnheimer and Staffan Persson, and new election of Cecilia Lager and Anna Settman. Cecilia Daun Wennborg and Ketil Eriksen have declined re-election. Cecilia Lager, born 1963, currently serves as a director on several companies boards. Cecilia s board assignments are in both listed and unlisted companies, such as Elanders AB, Knowit AB, Cinnober Financial Technology AB, Altor Fund Manager AB and Navigera AB. Cecilia has many years experience from strategic process of change, market and communication as well as from the finance sector and has had leading positions in inter alia Alecta, SEB and ABB. Anna Settman, born 1970, has extensive experience from the media and communication industry with 15 years in the management of Aftonbladet Hierta 3 of which as CEO. She has also been a member of the executive management of Schibsted Sverige. Anna is currently Founding Partner in The Springfield Project, a newly established accelerator for Swedish start-ups. Anna has experience from board assignments in both listed and unlisted companies and is currently engaged in e.g. Nordnet Bank, Hyper Island and Anticimex. The Committee recommends that Lars-Johan Jarnheimer be re-elected as Chairman of the Board. Information about all the proposed board members is available on the Company s website: Resolution on the number of auditors and deputy auditors (Item 14 of the proposed agenda) The Nomination Committee recommends that the number of auditors shall be one auditor and no deputy auditor for the term extending through the end of the 2016 Annual General Meeting. Resolution on auditor s fees (Item 15 of the proposed agenda) The Nomination Committee recommends that fees be paid to the auditor in accordance with approved invoices. Election of auditor and any deputy auditors (Item 16 of the proposed agenda) The Nomination Committee recommends that the auditing firm PricewaterhouseCoopers AB be elected as auditor. PricewaterhouseCoopers AB has announced that, if the Nomination Committee s recommendation is adopted by the Annual General Meeting, it intends to designate Authorized Public Accountant Mikael Eriksson as auditor-in-charge. The Nomination Committee proposes the following process for establishment of a nomination committee Resolution regarding the nomination committee (Item 17 of the proposed agenda) The Nomination Committee proposes the following process for establishment of the Company s nomination committee. The Chairman of the Board shall contact the four largest shareholders

4 [based on Euroclear Sweden AB s list of registered shareholders 1 ] as per the last business day of August. Each of the four largest shareholders shall be invited to appoint a representative who, together with the Chairman of the Board, will constitute the Nomination Committee until such time that a new nomination committee has been appointed. If any of these shareholders decides to refrain from its right to appoint a representative, the right shall pass to the shareholder that has the largest shareholding after these shareholders. Unless the members agree otherwise, the Nomination Committee chair shall be the member who represents the largest shareholder in terms of votes. However, the Chairman of the Board may not serve as Nomination Committee chair. No fees shall be paid to the members of the Nomination Committee. The composition of the Nomination Committee shall be publicly announced through a separate press release as soon as the Nomination Committee has been appointed and not later than six months prior to the Annual General Meeting. This information shall also be posted on the Company s website, where information shall also be provided on how shareholders can submit nominations to the Nomination Committee. A member of the Nomination Committee shall resign if the shareholder that appointed such member is no longer one of the four largest shareholders. Thereafter, a new shareholder in the order of largest shareholders shall be invited to appoint a member. However, only ten shareholders in turn need to be asked. Unless special reasons exist, however, no change shall be made in the Nomination Committee s composition if only minor changes in the number of votes have taken place or if a change takes place later than three months before the Annual General Meeting. If a member of the Nomination Committee resigns from his or her assignment by his or her own accord before the committee s work has been completed, the shareholder that appointed the resigning member shall appoint a successor, provided that the shareholder is still one of the four largest shareholders in terms of votes. The Nominating Committee has the right, if considered appropriate, to co-opt a member who is appointed by a shareholder that, after the Nomination Committee has been constituted, has become one of the four shareholders that have the largest shareholdings in the Company and that is not already represented on the Nomination Committee. Such co-opted member may not participate in decisions of the Nomination Committee. The Nomination Committee s assignment shall be to submit recommendations prior to the Annual General Meeting on the number of board members, the composition of the Board, the Chairman of the Board, directors fees, any fees for committee work, election of the auditor and auditors fees a person to serve as chairman of the Annual General Meeting. The Nomination Committee shall also submit recommendations to the Annual General Meeting for the process for establishment of the following year s nomination committee. The Nomination Committee s recommendations shall be presented in the official notice of the Annual General Meeting and on the Company s website. Nomination Committee s reasoned statement By the appointment of Stina Honkamaa Bergfors and Staffan Persson at the 2014 Annual General Meeting the Board was strengthened within digital communication and new growth areas and financial competence. The Nomination Committee has, in light of the Company s situation and future challenges and based on the evaluation of the Board, come to the conclusion that the Board needs to be strengthened with further competence and experience within digital products and services as well as business and financial control. The Nomination Committee is of the opinion that the proposed board members Cecilia Lager and Anna Settman will satisfy such requirements. The Nomination Committee s recommendation for new election of two women will lead to an equal distribution according to sex among the board members. The Nomination Committee has concluded that all of the proposed members are independent of the Company. The Nomination recommends the re-election of PricewaterhouseCoopers AB with the Authorized Public Accountant Mikael Eriksson in accordance with what has been stated above. Mikael Eriksson was appointed by PricewaterhouseCoopers AB to sign the Q3 report together 1 The ownership statistics that shall be used shall be sorted by votes (owner-grouped) and contain the largest shareholders (beneficial owner registration) in Sweden, i.e., shareholders with accounts with Euroclear Sweden AB in own name or shareholders holding a VP account with a nominee who has disclosed the shareholders identity to Euroclear Sweden AB.

5 with the auditor in charge. In light of the extra audit efforts and reviews that has been performed during the past year, changes within the management of the Company and within the audit team as well as the Company s achievement to secure the long-term capital structure, the planned audit procurement has been postponed to the next Annual General Meeting.