A growth company with both feet on the ground
The nomination committee is a body of the general meeting with the sole purpose to submit proposals in respect of the chairman at general meetings, board members, including who should be chairman, remuneration to each board member as well as remuneration for committee work, election of and remuneration to the external auditors, and a proposal regarding changes to the instructions for the duties of the nomination committee.
It was resolved at the annual general meeting on 5 May 2021 that the chairman of the board shall, based on the ownership of the company as of 31 August 2021, convene a nomination committee comprising the chairman of the board and one member appointed by each of the three largest shareholders (a “shareholder” below is referred to as an individual shareholder or a group of shareholders) in the company. In the event any of the three largest shareholders refrains from their right to appoint a member of the nomination committee, the chairman of the board shall pass the right to appoint a member to the shareholder with the next largest shareholding in order.
The member of the nomination committee that represents the largest shareholder in respect of voting power shall be chairman of the nomination committee, provided that the members of the committee do not agree on another chairman. The chairman of the nomination committee shall not be a member of the board of directors in the company. A shareholder that has appointed a member of the nomination committee, is entitled to discharge that member and appoint a new member at any time. If a member resigns from the nomination committee prior to the completion of its work, the shareholder that appointed the member to the nomination committee is entitled to appoint a new member to the nomination committee. If there is a significant change in the ownership of the company after 31 August 2021, the Nomination Committee has the right to independently decide to dismiss and / or appoint additional members in order for the composition of the Nomination Committee to reflect the ownership of the company.
The members of the nomination committee shall not receive remuneration. However, the nomination committee is entitled to charge the company with reasonable costs for hiring recruitment consultants and other consultants that are necessary for the nomination committee to complete its tasks. In addition, the company shall, at the request of the nomination committee, provide reasonable human resources, such as a secretarial function, to facilitate the work of the nomination committee.
The nomination committee shall pursue the tasks that are the responsibility of the nomination committee pursuant to the Swedish Corporate Governance Code.
On 31 August 2021, the two largest shareholders and the fourth largest shareholder in BHG were EQT Public Value Investments S.À.R.L. (“EQT”) (17.72% of votes), Swedbank Robur Fonder (9.48% of votes) and Handelsbanken Fonder (7.72% of votes). The three owners who are represented in the Nomination Committee hold a total of 34.92% of votes in the company. They have appointed the following representatives to the Nomination Committee:
The above calculation is based on 123,815,730 shares. BHG’s Annual General Meeting for the financial year 1 January 2021 – 31 December 2021 will take place on 5 May 2022. In order for the Nomination Committee to be able to consider submitted proposals with requisite diligence, proposals should be submitted by 17 March 2022. The Nomination Committee’s proposal will be presented in the notice to the 2022 Annual General Meeting and on the company’s website. The shareholders in BHG are invited to submit proposals to the Nomination Committee via e-mail to email@example.com or by mail to BHG Group AB (publ), Attn: Bolagsstämma 2022, Hans Michelsensgatan 9, SE-211 20 Malmö, Sweden.