Instructions for the Nomination Committee of Nordic Nanovector ASA
(Adopted by the Extraordinary General Meeting held on 12 November 2014 and as amended on the Annual General Meeting held on 24 May 2017)
1. COMPOSITION AND ELECTION
The Nomination Committee shall consist of three members. The General Meeting elects the members of the Nomination Committee and its chair. The majority of the members shall be independent of the board of directors and the management. Members are elected for a term that ends at the next Annual General Meeting.
The General Meeting determines the remuneration of the Nomination Committee.
3. THE DUTIES OF THE NOMINATION COMMITTEE
The duties of the Nomination Committee are to give recommendations to the General Meeting on the following:
- Election of shareholder-elected members, and deputy members, if any, to the Board of Directors
- Determination of the remuneration of the Board of Directors
- Election of members to the Nomination Committee
- Determination of the remuneration of the Nomination Committee
4. FURTHER DETAILS REGARDING THE RECOMMENDATIONS
4.1 Recommendation regarding independence of members of the Nomination Committee
The recommendation regarding election of members of the Nomination Committee shall be based on the principle that a majority of the members shall be independent of the Board of Directors and the executive management, and that at least one of the members should not be a member of the Board of Directors. In its nomination of members to the nomination committee, the nomination committee shall pay particular attention to independence and the absence of conflicts of interest, while at the same time nominating candidates who have an understanding of the Company's business. The recommendation may be submitted by all members of the Nomination Committee.
4.2 Recommendation regarding election of shareholder-elected members to the Board of Directors
The recommendation regarding election of members of the Board of Directors shall be based on the following:
- The Board of Directors should be composed in such a way as to safeguard the interests of the body of shareholders and the Company’s need for expertise and diversity.
- Account should be taken of the need to ensure that the Board of Directors can function effectively as a collegial body.
- The majority of the shareholder-elected members should be independent of the company’s executive management and material business contacts.
- At least two of the shareholder-elected members should be independent of the company’s main shareholders.
- Executive personnel should not be members of the Board of Directors.
4.3 General criteria for the recommendations
The recommendations shall be reasoned, state the term of office and contain the following information on new candidates:
- Work experience
- How long they have held offices, if any, in the Company
- Any other assignments carried out for the Company
- Important assignments in other companies and organisations
When re-election of a member is proposed, the recommendation may refer to information about the member included in the annual report, at the Company’s website etc. rather than including such information in the recommendation.
4.4 Remuneration of the Board
Proposals for remuneration of the Board should take into account the significance of the Board and ensure that the suggestion is suited to the character and time commitment of the tasks it carries out.
4.5 Remuneration of the Nomination Committee
Proposals for remuneration of the nomination committee should take into the work load on the committee members in carrying out their responsibilities.
5. RULES OF PROCEDURE
- The Nomination Committee has a quorum when three members are present. All of the members shall be given an opportunity to participate in consideration of matters.
- The Nomination Committee shall meet when convened by the chair or at the request of one member. Minutes shall be taken of the proceedings at committee meetings.
- The Chair of the Board of Directors and the CEO shall be summoned to attend at least one meeting of the Nomination Committee before the committee makes its final recommendation. The Nomination Committee shall be presented with the Board of Director’s evaluation of its activities and expertise.
- The Nomination Committee obtains such information from the administration or other persons, including employee representatives and shareholders, as is deemed to be relevant. Information is published on the company’s website concerning time-limits for submitting proposals and comments to the Nomination Committee regarding elections to the Board of Directors and the Nomination Committee.
- The Nomination Committee may draw on resources within the company, and obtain advice and recommendations from sources outside the company. The costs of the Nomination Committee are covered by the company.
- The chair of the Nomination Committee, or the person authorised by the chair, shall present the recommendation to the General Meeting.
6. THE NOMINATION COMMITTEE’S RECOMMENDATION TO THE GENERAL MEETING
The Nomination Committee’s recommendation to the General Meeting shall be submitted in good time for it to be communicated to the shareholders before the General Meeting. If possible, the recommendation shall be made available to shareholders at the latest simultaneously with the notice of the general meeting.