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Nomination committee

The Nomination Committee submits proposals for the election of the Chairman of the Board and other members of the Board of Directors, as well as proposals for remuneration and other benefits to the Members of the Board of Directors. The Nomination Committee also submits proposals for the election and remuneration of the auditor. The nomination committee's proposal for the Annual General Meeting 2024, was press released on February 19, 2024 and can be found here
 

Moberg Pharma´s Nomination Committee ahead of the Annual General Meeting for the fiscal year January - December 2023 comprises:

  • Gillis Cullin, appointed by Östersjöstiftelsen
  • Ida Marie Lindberg, appointed by Kjelsmark Holding
  • Kerstin Valinder Strinnholm, Chairman of the Board

The Nomination Committee will be assigned according to the following principles: The Annual General Meeting assigns the Chairman of the Board of Directors to contact the two largest shareholders in term of votes or owner groups (hereby referred to both directly-registered shareholders and nominee-registered shareholders), according to a transcript of the share register maintained by Euroclear as per September 29, 2023 each appointing a representative to, besides the Chairman of the Board of Directors, constitute the Nomination Committee for the period until a new Nomination Committee is appointed by mandate from the next Annual General Meeting.

If any of the two largest shareholders or owner groups declines to elect a representative, the fourth largest shareholder or owner group will be asked, and so on, until the Nomination Committee consists of three members. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee is to be independent of the Company’s largest shareholder in term of votes, or any group of shareholders that act in concert in the governance of the Company. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. Board members may be members of the Nomination Committee but may not constitute a majority thereof. If more than one member of the Board of Directors is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the Company. The Nomination Committee appoints Chairman within the Committee. Neither the Chairman of the Board of Directors nor any other member of the Board of Directors may be Chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than six months prior to the next Annual General Meeting.

In the event that one of the members of the Nomination Committee resigns before the Committee´s work is completed and if the Nomination Committee is of the opinion that there is a need to replace the member, the Nomination Committee shall appoint a new member according to the principles above, but based on a transcript of the share register maintained by Euroclear, as soon as possible after the member has resigned. A change in the composition of the Nomination Committee shall be announced immediately. No fees shall be paid to the members of the Nomination Committee for their work in the Nomination Committee.  

The Nomination Committee shall submit proposals on the following issues for resolution by the next Annual General Meeting:
a) Proposal for Chairman of the Meeting
b) Proposal for the Board of Directors
c) Proposal for Chairman of the Board of Directors
d) Proposal for fees to the Board of Directors, with distribution between the Chairman and other member of the Board of Directors
e) Proposal for the Company’s Auditors
f) Proposal for fee to the Company’s Auditors
g) Proposal for principles for establishing the Nomination Committee for the following Annual General Meeting

The Annual General Meeting for the fiscal year January - December 2023 will be held on May 14th 2024.

Shareholders wishing to submit proposals to Moberg Pharma's Nomination Committee can do so by e-mail to info@mobergpharma.se by March 26th, 2024.