Shareholders and Shareholders‘ Meeting
Chapter 1 is now titled ‘Shareholders and Shareholders‘ Meeting’. Before it was titled ‘Shareholders meeting’.
1.1 Shareholders’ meeting and annual general meeting
- Sections 1.1.1 and 1.1.3 contain new recommendations which are intended to promote active ownership and informed decision-making at shareholders‘ meetings.
- Section 1.1.5 contains a new recommendation stating that the nominations of the Nomination Committee and other candidacies shall be presented in the notice of a shareholders‘ meeting.
- The recommendation found in section 1.1.6 was previously found under section 1.2 on the attendance of management at shareholders‘ meetings.
1.2 Management attendance at shareholders’ meetings
- Section 1.2.3 now states that at least on member of the Nomination Committee shall be present at shareholders‘ meetings.
- The recommendation for information on candidates has been moved to Section 1.1.6
The recommendation on minutes of shareholders‘ meetings has been removed. Section 6.2 on the company‘s website however still states that minutes of shareholders’ meetings shall be accessible on the website.
- The recommendation on the share registry previously stated that the registry should preferably indicate the names of the representative of the companies that are registered shareholders in the company. Now this issue is raised in a comment regarding Section 1.4.1. There it states that when assessing whether or not a given representative should be registered in the share registry, account may be taken, for instance, of how many shares the respective shareholder holds.
1.5 The Nomination Committee
- The Nomination Committee is now subject to the shareholders’ meeting and recommendations regarding the committee are to be found in Section 1.5.
- The recommendation in Section 1.5.1 states that the shareholders’ meeting shall appoint members to the Nomination Committee or decide how they should be appointed.
- The following recommendation has been added to Section 1.5.3: ‘Members of the Board of Directors may be members of the Nomination Committee but may not constitute a majority of the Committee. They shall not chair the Nomination Committee. This applies equally to the Chairman of the Board as other members of the Board.‘
- The recommendation found in Section 1.5.4 now states that neither the company’s managers nor its employees shall be members of the Nomination Committee. Previously, only the company’s managers were prevented from taking a seat on the Committee.
- The recommendation in Section 1.5.6 now states that the company shall announce the names of members of the Nominations Committee on its website no later than six months prior to the AGM. Previously it stated that the Nomination Committee should be established no later than six months prior to the AGM.
- The recommendations on the role of the Nomination Committee have been refined in Section 1.5.8 and the following items have been removed:
- Informing prospective Directors of the responsibilities involved in Board membership in the Company.
- Ensuring that shareholders receive information on Directors of the Board.
- Processing the results of the annual effectiveness assessment of the Board and executive management.
- To the first bullet-point in Section 1.5.8 it has been added that the Nomination Committee shall consider the findings of the Board’s performance assessment regarding the composition and competence of the Board’s members.
- In Section 1.5.10 the following recommendation has been added: ‘The Committee shall request proposals from shareholders in a timely manner before the company’s AGM.’