The nomination committee’s proposal for the annual general meeting 2021
The nomination committee is
of the view that it has a good overview of the board of directors’ work. The
conclusion is that the board of directors functions well and is composed of individuals
with qualifications that meet the strategic and operational requirements
imposed on the company. The nomination committee is of the opinion that the
board members complement each other well as regards qualifications and
experience and that the work of the board of directors is conducted efficiently
and professionally. The nomination committee’s assessment is that the board
members have the time and availability required to perform their duties.
Moreover, diversity and gender equality perspectives have been discussed as it
is the opinion of the nomination committee that they are of importance in the
board composition. The long-term objective is that the board of directors shall
be composed of members of different age, gender, geographical origin and with a
diversified academic and professional background.
The nomination committee has
reviewed all matters that the nomination committee shall review according to
the Swedish Code of Corporate Governance, including (a) the board of directors’
competence and ability in relation to the company’s operations and development,
(b) the size of the board of directors, (c) the composition of the board of
directors with respect to the board members’ experience, gender and background,
(d) the fees to the members of the board of directors, (e) proposals for
election of auditor and auditor fees, as well as (f) how the nomination
committee for the annual general meeting 2022 shall be appointed. The
nomination committee has applied the provisions of rule 4.1 of the Swedish
Corporate Governance Code as diversity policy.
Provided that the annual general
meeting resolves in accordance with the nomination committee’s proposal, one
out of four board members will be female. The
nomination committee notes that the proposed board does not meet the target of
an equal gender board representation as set out in the Swedish Corporate
Governance Code. However, the nomination committee intends
to continue its long-term work towards the target set out in the Swedish
Corporate Governance Code.
The nomination committee’s
assessment is that the proposed board, which is comprised of four members, is
appropriate in consideration of the Company’s operations, current stage of
development and general state of affairs. Further to its assessment of the
proposed board members’ independence, it is the view of the nomination
committee that the proposed board of NAXS meets the independence requirements
set forth by the Swedish Corporate Governance Code.