The Nomination Committee

The annual general meeting 2019 adopted the following procedure for the appointment of the members of the nomination committee to be applied until further notice.

The nomination committee shall consist of three members, of which one may be the chairman of the board of directors. The chairman of the board of directors shall no later than six months prior to the annual general meeting resolve on whether it wishes to be a member of the nomination committee. If the chairman of the board is a member of the nomination committee, the other members shall be appointed by way of the chairman of the board of directors, no later than six months prior to the annual general meeting, offering the two largest shareholders according to the share register kept by Euroclear Sweden AB as per the last business day in September the current year the opportunity to appoint one member of the nomination committee each.

If the chairman of the board of directors refrains from being a member of the nomination committee, the members of the nomination committee shall be appointed by way of the chairman of the board of directors, no later than six months prior to the annual general meeting, offering the three largest shareholders according to the share register kept by Euroclear Sweden AB as per the last business day in September the current year the opportunity to appoint one member of the nomination committee each. If any shareholder refrains from their right to appoint a member, the right passes on to the shareholder who, after such refraining shareholder, has the largest shareholdings in the company. The chairman of the nomination committee shall, unless the members agree otherwise, be the member who represents the largest shareholder in terms of votes. However, neither the chairman of the board of directors nor any other board member shall be the chairman of the nomination committee. At least one of the members of the nomination committee is to be independent of the company’s largest shareholders in terms of votes or of the group of shareholders who act in concert in the governance of the company.

If a shareholder, who is represented in the nomination committee, reduces its ownership so that its shareholdings would no longer qualify for appointing a member of the nomination committee, the member of the nomination committee appointed by such shareholder shall, if the nomination committee so resolves, be discharged and another shareholder shall be offered to appoint a member replacing such discharged member in accordance with what is set out above. If a shareholder, who is not represented in the nomination committee, increases its shareholdings so that the shareholdings would qualify to appoint a member of the nomination committee (and such shareholder in connection thereto not offered to appoint a member of the nomination committee pursuant to what is stated in the preceding sentence), such shareholders shall, if the nomination committee so resolves, be offered to appoint one member of the nomination committee without discharge of any member appointed by another shareholder. However, the number of members of the nomination committee shall never exceed six (6) members and already appointed members shall in this context have precedence. A shareholder who has appointed a member of the nomination committee is entitled to replace such a member with a new member of the nomination committee and if a member leaves the nomination committee, before a new nomination committee has been constituted, the shareholder who appointed such member shall be entitled to appoint a replacing member.

The composition of the nomination committee shall be announced no later than six months prior to the annual general meeting. The term of the nomination committee shall be until a new nomination committee has been constituted. The nomination committee shall prepare and submit to the general meeting proposals for: chairman of the general meeting, board members, chairman of the board, remuneration payable to each of the board members and the chairman of the board as well as other remuneration payable for board work, fees to the company’s auditor and, where relevant, election of auditor. Further, the nomination committee shall prepare and submit to the general meeting a procedure for the appointment of the nomination committee.

The nomination committee shall apply Rule 4.1 of the Swedish Corporate Governance Code as diversity policy, which means that the nomination committee shall take into consideration that the board of directors is to have a composition appropriate to the company’s operations, phase of development and other relevant circumstances, and be characterized by diversity and breadth of qualifications, experience and background. Further, the nomination committee is to strive for gender balance on the board.

In addition, the nomination committee shall perform such other duties to be performed by the nomination committee pursuant to the Swedish Corporate Governance Code. The company shall, at the request of the nomination committee, provide personnel resources such as a secretarial function in order to facilitate the nomination committee’s work. If necessary, the company shall also bear reasonable costs for external consultants that the nomination committee deems necessary for the nomination committee to fulfill its assignment.

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Volati is an industrial group organised in four business areas: Trading, Consumer, Industry and Akademibokhandeln.

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