Article 11
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.