Security Classification: Open
-
Status: Final
Page 3 of 3
The duties
of the nomination
committee
are to submit
a recommendation
to
1.
the annual general meeting
for the election of shareholder-elected members and deputy
members
of
the
corporate
assembly
and
remuneration
of members
of the
corporate
assembly;
2.
the
annual general meeting for
the election and remuneration
of members of
the
nomination committee;
3.
the corporate assembly for
the
election of shareholder-elected members of the board
of directors
and
remuneration
of the
members
of
the
board
of
directors;
and
4.
the
corporate assembly
for
the
election of the chair and the
deputy chair of the
corporate assembly.
The chair
of the
board
of
directors
and the
president
and
chief executive
officer
shall be invited,
without
having
the
right
to
vote,
to
attend
at
least
one
meeting
of
the
nomination
committee
before it
makes its final
recommendation.
The nomination
committee
consists
of four
members
who must
be shareholders
or
representatives
of shareholders
and who
shall be independent
of the
board of
directors
and the
company's
management.
The members
of the
nomination
committee,
including
the chair,
shall
be elected
by the
annual general
meeting. The chair
of the nomination
committee
and one other
member
shall be
elected from
among the
shareholder
-elected members
of the corporate
assembly.
The members
of the
nomination
committee
are normally
elected
for a
term of two
years.
Personal
deputy
members
for one
or more
of the
nomination
committee's
members
may
be elected
in accordance
with the
same criteria
as described
above.
A deputy
member
only
meets for
the member
if the
appointment
of that
member
terminates
before the
term of
office
has expired.
If
the
appointment
of
a
member
of
the
nomination
committee
terminates
before
the
term
of
office has
expired,
the
election
of a
new
member
can
be deferred until
the next general
meeting of
shareholders.
If
that member
has a
personal
deputy
member,
the deputy
member
will function
as
a member
of
the
nomination
committee
until a
new
election
has been
held. If
the
appointment
of
the chair
terminates
before
his/her
term
of office
has expired,
the committee
elects
from
among
its members
a
new
chair
to
hold
office
until the next
general
meeting
of
shareholders.
The annual
general
meeting
stipulates the
remuneration
to
be paid to
members
of the
nomination
committee.
The company
will cover
the
costs
of
the
nomination
committee.
The
general
meeting
may
adopt
instructions
for
the
nomination
committee.