A Nomination Committee was elected by the Annual General Meeting for the first time in 2001. Since then, each Annual General Meeting has appointed a Nomination Committee, or resolved on the procedure for appointing the Nomination Committee. The Annual General Meeting of Shareholders 2008 resolved that the Nomination Committee shall consist of the Chairman of the Board of Directors and representatives of the four largest shareholders as per the end of the month in which the Annual General Meeting is held. However, as further described in the procedure for appointing members to the Nomination Committee, the Nomination Committee may comprise additional members pursuant to a request by a shareholder justified by changes in shareholder structure. Such requests shall be received by the Nomination Committee no later than December 31 in order to allow for continuity in the work of the Nomination Committee. The fundamental principles that characterize the procedure for appointing members to the Nomination Committee are:
- Transparency – clear rules and objective procedures shall determine the way the largest shareholders are appointed to the Nomination Committee.
- Continuity – there should at all times be a functioning Nomination Committee and its work should be allowed continuity to the fullest extent possible.
- Predictability – the time for the reading of the shareholding statistics in view of identifying the largest shareholder has to be predictable, not least in the interest of foreign shareholders.
Members of the Nomination Committee
The Nomination Committee, appointed on the basis of the procedure resolved by the Annual General Meeting of Shareholders 2008, consists of four representatives appointed by the four shareholders with the largest voting power as of April 30, 2008: Jacob Wallenberg (Investor AB, Chairman of the Nomination Committee), Carl-Olof By (AB Industrivärden), Caroline af Ugglas (Livförsäkringsaktiebolaget Skandia) and Mats Lagerqvist (Swedbank Robur Fonder) and further, Michael Treschow (Chairman of the Board of Directors). No changes in the composition of the Committee have occurred during the year.
SHARE OF VOTES AS O APPOINTMENT – MEMBERS OF THE NOMINATION COMMITTEE
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The tasks of the Nomination Committee
The tasks of the Nomination Committee have evolved over the years to comply with the requirements of the Code and best-practice provisions. Since the inception of the Nomination Committee, its main task has been to propose candidates for election to the Board of Directors. The Nomination Committee must take into consideration all the various rules on independence of the Board applicable to the Company, which are further described later in this report.
The Nomination Committee also proposes a candidate for election of the Chairman of General Meetings of Shareholders. In addition, the Nomination Committee prepares proposals concerning the level of remuneration for Directors elected by the Annual General Meeting of Shareholders but not employed by Ericsson; to the auditors and members of the Nomination Committee for resolution by the Annual General Meeting. To date, the Nomination Committee has not proposed that it should be paid any fees. Moreover, in years in which auditors are elected, the Nomination Committee proposes candidates based on the preparations carried out by the Audit Committee of the Board.
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Work of the Nomination Committee for the Annual General Meeting 2009
As of February 20, 2009, the Nomination Committee has held four meetings. At the first meeting, plans for the continued work of the Committee was discussed and the Committee was informed by the Chairman of the Board on how the Board work is functioning, as well as on the Company’s strategy and future challenges, to be able to make assessments in terms of the competence and experience that is required by the Board members.
The Nomination Committee has also been informed of the results of the evaluation process for Board work and procedures, including the performance of the Chairman of the Board.
Further, the Nomination Committee has acquainted itself with the assessments made by the Company and the Audit Committee in terms of Auditor work, as well as the Audit Committee’s recommendation in respect of Audit fees.
The work of the Nomination Committee is still in progress and more details on its work will be presented at the Annual General Meeting of Shareholders 2009.
WORK OF THE NOMINATION COMMITTEE
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