The 2019 AGM resolved that a Nomination Committee should be appointed for the 2020 AGM in order to present proposals for: the number of members of the Board of Directors; election of members to the Board of Directors, including Chairman; election of auditors; remuneration to Board members and auditors; and a model for appointing a new Nomination Committee for the 2021 AGM.
The Nomination Committee’s proposals are publicized no later than the date of notification to attend the AGM.
Shareholders will be given the opportunity to contact the Nomination Committee with proposals for nomination.
For the 2020 AGM, the Nomination Committee was appointed in accordance with the resolution of the 2019 AGM through commissioning the Chairman of the Board to contact the four largest registered or otherwise known shareholders on the final trading day of August and asking them to appoint one member each to the Nomination Committee. The members so elected, together with the Chairman of the Board as convener, constitute the Nomination Committee. The Nomination Committee appointed a Chairman from among its members.
For the 2020 AGM, the Nomination Committee consists of Patrik Essehorn, appointed by Rutger Arnhult through his company; Vincent Fokke, appointed by Stichting Pensioenfonds ABP; Carl Lindgren, appointed by Szombatfalvysfären; Göran Esplund, appointed by Lannebo Fonder; and Chairman of the Board Charlotte Strömberg. Patrik Essehorn is the Chairman of the Nomination Committee. When the Nomination Committee was formed, the members of the Nomination Committee all together represented approximately 22.5% of the total number of shares and votes in the Company.
All the members of the Nomination Committee have considered whether any conflict of interest exists in accepting the commission as a member of Castellum’s Nomination Committee. The Nomination Committee held eight minuted meetings, and in addition have been in contact via telephone and e-mail. The Nomination Committee has received a detailed review of the results of the Board evaluation carried out by a company specializing in such evaluations, and additionally conducted interviews with all of the Board’s members. In addition, the Nomination Committee conducted a recruitment process that involved contact with recruiting consultants, producing requirement profiles for the recruitment of Board members and meetings with candidates for the company’s Board of Directors. In addition, the Nomination Committee has taken note of the Audit and Finance Committee’s recommendation to the Board of Directors regarding the election of an auditor.
The Nomination Committee has covered all the issues incumbent upon them under the Code. The issues the Nomination Committee has discussed and considered include:
- the extent to which the current Board of Directors fulfills the requirements that will beimposed on the Board as a result of Castellum’s operations and developmphase, the size of the Board of Directors;
- the various areas of competence that are and should be represented on the Board of Directors;
- the composition of the Board of Directors with respect to experience, gender and background, succession issues on the Board and potential conflicts of interest in the Board’s work;
- remuneration to the members of the Board of Directors;
- questions relating to the election of an auditor and the auditor’s fee;
- and the model to be applied for a new Nomination Committee for the 2021 AGM.
In its work, the Nomination Committee took into account the desirability of an equal gender distribution and that the Board should otherwise be characterized by diversity and breadth as regards competence, experience and background. As a diversity policy, the Nomination Committee has applied Rule 4.1 in the Code in drawing up its proposal for the election of Board members.
Finally, in order for the company to fulfill its informational obligations towards its shareholders, the Nomination Committee has informed the Company about how the Nomination Committee conducted its work and about the proposals the Committee will submit.
The opinion of the Nomination Committee is that the work of Castellum’s Board of Directors is running smoothly and that the Board members, jointly and separately, possess a broad range of competence and experience that is relevant to Castellum’s operations. In conjunction with Johan Skoglund declining re-election, the Nomination Committee has considered which characteristics could supplement the Board as Castellum enters the 2020s, as well as how the continual renewal process on the Board can best be implemented.
The last few years have been marked by a rapid pace of change at Castellum. The Nomination Committee feels that the proposed Board members have excellent skills and extensive experience in issues concerning property management and development, capital markets, financing, community planning, sustainable business practices, changed customer behavior, trend analysis, digitalization, communication and marketing, creating long-term shareholder value and Board work in general. It is felt that Zdravko Markovski and Joacim Sjöberg can bring competence and experience in several of the areas mentioned above and can thus expand and deepen the Board’s areas of competence and experience. In all, the Nomination Committee feels that the proposed Board members constitute a Board of Directors that, taken together, has the diversity and breadth of competence, experience and background required as regards Castellum’s operations, its phase of development and conditions in general. The Nomination Committee’s proposals mean the Board will have an equal gender distribution.