The Nomination Committee representes RevolutionRace's shareholders and submits proposals for board members and renumerations.
RevolutionRace applies the Swedish Corporate Governance Code and according to this, the company shall have a nomination committee whose purpose is to submit proposals regarding the chairman of general meetings, candidates for board members (including the chairman), fees and other remuneration to each board member and remuneration for committee work, election and remuneration to external auditors and proposals for the Nomination Committee for the next Annual General Meeting. The Nomination Committee's proposals are presented in the notice convening the Annual General Meeting.
The following three members have been appointed to form, together with the Chairman of the Board, a Nomination Committee for the time until a new Nomination Committee has been appointed:
Øistein Widding (Chairman), appointed by Altor Fund IV (No.1) AB and Altor Fund IV (No.2) AB;
Peter Algar, appointed by Nyrensten Global Holding AB; and
Caroline Sjösten, appointed by Swedbank Robur Fonder AB.
Shareholders are welcome to submit proposals to the Nomination Committee by email to email@example.com.
These instructions have been adopted by the extraordinary general meeting of shareholders of RVRC Holding AB on 15 April 2021 and will apply until changed by any later general meeting of shareholders.
The nomination committee of the company shall be composed of the representatives of the three largest shareholders in terms of voting rights, as of the last banking day in March each year, and of the chairman of the board of directors, who will also convene the first meeting of the nomination committee. The member representing the largest shareholder in terms of voting rights shall be appointed chairman of the nomination committee, unless otherwise agreed amongst the committee members. The composition of the nomination committee shall be posted on the company’s website without undue delay.
In the event that shareholders will decline to appoint a member to the nomination committee, the next in turn largest shareholder(s) shall be asked to appoint a member to the committee. If before the nomination committee has presented its proposals, a shareholder who has appointed a representative to the nomination committee is no longer among the largest shareholders, the representative appointed by such shareholder shall resign and, if the nomination committee finds it appropriate, the next in turn largest shareholder(s) shall be asked to appoint a member to the committee. Should for other reasons a member of the nomination committee resign before its work is completed and if the nomination committee finds it appropriate, the appointing shareholder shall be asked to replace the resigning member, or if declined, the largest shareholder(s) in turn shall be asked to appoint a new member to the committee. Changes in the composition of the nomination committee shall be posted on the company’s website without undue delay.
The term of the nomination committee ends when the composition of the subsequent nomination committee has been announced.
No remuneration shall be paid to the members of the nomination committee. However, the company shall pay any reasonable and necessary out-of-pocket expenses that the nomination committee may incur in its work.
The tasks and instructions of the nomination committee follows from the Swedish Code of Corporate Governance. More specifically, the nomination committee shall prepare proposals in the following matters to be submitted to the general meeting, as relevant: (i) chairman at the general meeting, (ii) board of directors, (iii) chairman of the board of directors, (iv) auditor, (v) remuneration to the board of directors divided between the chairman and the other directors as well as remuneration for committee work, (vi) remuneration to the company's auditor and, (vii) changes, if any, to the instructions for the nomination committee.