Last modified 25.04.2007

§ 1 The company shall have a Nomination Committee consisting of three members who are elected by the General Assembly for two years based on proposal by the shareholders. The Chairman shall be elected by the General Assembly.  The remuneration of its members is decided by the shareholders at the General Meeting. 

§ 2  The members of the Committee shall be shareholders or representatives for shareholders. At least two of the members shall be independent of the Board of Directors and the company's executive management. 

§ 3  The Chairman of the Board shall meet for the Committee on request. The Committee may also ask the Board, and/or the company's management or others that are considered relevant to the Committee's work for information relevant to its work.  

§ 4  The Nomination Committee in its work should take into consideration the laws and regulations that apply to control the representation of a listed company, including its provisions for corporate governance. The tasks are:
a) to submit a recommendation to the General Assembly regarding the election of shareholder-elected members to the Board;
b) to take action and submit a recommendation to comply with any claim about the representation of employees on the Board;
c) to ensure that the Board of Directors annually perform a self-evaluation of their work and their expertise;
d) to propose remuneration of the Board.  

§ 5  Meetings shall be convened by the Chairman of the Nominating Committee, and also when required by two of the other members. Meetings can take place by telephone or by circulation. The Nomination Committee is to have a quorum when two of the members are participating. If the Committee cannot reach a unanimous decision, it is the setting that majority votes that apply to the Committee's recommendation. The vote from the Chairman decides if equal votes arise. 

§ 6  The Committee’s proposal shall be released in time to be sent out together with the notice for the General Assembly. 

§ 7  The Committee’s proposal shall be presented to the Annual General Meeting by the Chairman of the Committee or by the person who is elected to chair the General Assembly. The signed proposal from the Nomination Committee shall be attached to the Protocol from the General Assembly. 

§ 8  Modifications of the charter for the Nomination Committee shall be adopted by the General Assembly.