Nomination committee

Principles for appointing the election committee

The Nomination Committee for the Annual General Meeting shall consist of four members, of which three shall be appointed by the three largest registered shareholders based on voting rights as listed in the shareholder register maintained by Euroclear Sweden AB as of August 31 each year. The Chairman of the Board shall also be a member of the Nomination Committee and shall convene its first meeting. The ownership statistics used to determine the right to appoint a member to the Nomination Committee shall consistently be sorted by voting power (grouped by ownership) and include the 25 largest registered shareholders in Sweden. A registered shareholder is a shareholder who has an account with Euroclear Sweden AB in their own name or a shareholder who holds a custody account with a custodian and has had their identity reported to Euroclear Sweden AB.

The chairman of the Nomination Committee shall be appointed by the member appointed by the shareholder with the largest voting rights, provided that the member is not a member of the Board of Directors. The Nomination Committee shall comply with the composition requirements set forth in the Swedish Corporate Governance Code (”the Code”).

If one or more shareholders who have appointed members to the Nomination Committee earlier than three months prior to the Annual General Meeting cease to be among the three largest shareholders based on voting rights, the members appointed by those shareholders shall resign, and the new shareholder(s) entering the top three largest shareholders shall have the right to appoint replacements for the outgoing members. In the event that a member leaves the Nomination Committee before its work is completed and the Nomination Committee deems it desirable to appoint a replacement, such replacement shall be appointed by the same shareholder who appointed the outgoing member or, if they no longer belong to the three largest shareholders based on voting rights, by the shareholder with the next highest number of votes. Changes in the composition of the Nomination Committee shall be promptly disclosed.

The composition of the nomination committee must be made public no later than six months before the meeting, with information on which individual owner appointed a certain member. No remuneration shall be paid to the members of the selection committee. However, any necessary overhead costs for the work of the election committee must be borne by the Company.

Instructions to the Nomination Committee

The Nomination Committee’s mandate continues until the composition of the next Nomination Committee has been announced. The Nomination Committee shall represent the interests of all shareholders of the Company in matters falling within the scope of the Nomination Committee’s responsibilities in accordance with the Code.

Responsibilities of the Nomination Committee

The Nomination Committee shall fulfill the tasks specified in the Code and, prior to the Annual General Meeting, evaluate the work of the Board of Directors and present proposals for:

  • Chairman at the Annual General Meeting
  • Chairman and other members of the Board of Directors
  • Board remuneration for the Chairman and other members, as well as remuneration for committee work
  • Election of auditors
  • Remuneration for auditors
  • Principles for the appointment of the Nomination Committee


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