Nomination Committee

At the 2019 AGM in SkiStar it was resolved to adopt the following principles for appointment of members to the nomination committee including instructions for the nomination committee

SkiStar's AGM has historically elected members of the Nomination Committee directly at the AGM. At the 2019 AGM, it was however resolved, in accordance with the Nomination Committee's proposal,  to adopt principles for appointing members to the Nomination Committee including instructions for the committee, as follows.

The Nomination Committee shall consist of four members, which shall be appointed by the four shareholders or groups of shareholders, if grouped in the Euroclear Sweden AB’s system (such group of shareholders is considered as one shareholder), who wish to appoint a member and who have the largest holdings in the company based on shareholder statistics of Euroclear Sweden AB as at 31 March prior to the AGM in question. If one of the four largest shareholders refrains from appointing a member, the right to appoint a member passes on to the next shareholder in terms of holdings, and who has not already appointed a member to the Nomination Committee. The right to appoint a member shall pass on until the Nomination Committee is complete, however, a maximum of ten shareholders shall be prompted. The composition of the Nomination Committee shall be published at least six months prior to the AGM. The Nomination Committee shall appoint the Chair from amongst its members. In addition to the regular members of the nomination committee, the nomination committee can invite the chairman of the board as member of the nomination committee at its meetings.

The Nomination Committee’s mandate shall be for the period until a new Nomination Committee has been constituted. A member who leaves the Nomination Committee before its work is completed shall be replaced, if the Nomination Committee so decides, by another person representing the same shareholder or by a person representing the next shareholder in turn due to holdings, and who has not already appointed a member to the Nomination Committee.

The duties of the Nomination Committee shall be, where applicable, before a coming Annual General Meeting submit proposals for decisions regarding:

• the election of a chairman of the Annual General Meeting
• the number of Board members and auditors
• remuneration to the Board members elected by the Annual General Meeting, including remuneration for Board committee members work
• fees for the l auditor
• the election of the members of the Board of Directors and the Chair of the Board of Directors
• the election of auditor; and
• principles on how the Nomination Committee shall be appointed and instructions for the nomination committee.

In addition, the nomination committee shall carry out such additional tasks that may be designated to the nomination committee in accordance with the Swedish Corporate Governance Code.

Members of the Nomination Committee shall not be remunerated for their work or costs incurred. The Nomination Committee has the right, at the expense of the company, to engage a head hunter or other external consultants which the Nomination Committee deems necessary to fulfil its assignment.

The principles for appointment of nomination committee in accordance with the above shall apply until otherwise is decided upon by the AGM.

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If you want to make suggestions or get in touch with the SkiStar nomination committee, please do not hesitate to e-mail: valberedning@skistar.com. Or by mail to the following address:

SkiStar AB
Att: Nomination Committee
780 67 Sälen