Midsummer appointed members of the nominating committee for the company’s annual general meeting (AGM) in 2021.
The AGM is planned for June 4, 2021.
The nominating committee has been appointed in consultation with the five largest shareholders or shareholder groups by voting rights – who have expressed a desire to appoint a member to the nominating committee – according to shareholder data from Euroclear Sweden as per Dec. 2, 2020, and other reliable shareholder information in accordance with the decision by the AGM.
The chairman of the nominating committee is Peter Lindell, appointed by Cidro Förvaltning AB.
The other members are Philip Gao, who represents his own and related parties’ shareholdings, Sven Lindström, who is appointed by founders and shareholders who are employees of Midsummer, Jan Lombach, chairman of the Board, who represents his own shareholdings, and Oskar Börjesson, appointed by Skandia fonder.
Midsummer’s CEO Lindström being a member of the nominating committee is a deviation from the Swedish Corporate Governance Code.
According to the Corporate Governance Code, the CEO should normally not be a member of the nominating committee.
The reason for Midsummer deviating from the code in this respect is that the company has changed its business model and that this necessitates new competencies into the Board.
It is therefore important that the CEO is deeply involved in this year’s nominating committee. Also, Lindström represents the third-largest shareholder group in the company.
The nominating committee has been appointed somewhat later than what follows from the Swedish Corporate Governance Code and the company’s rules for the appointment of the nominating committee.
It was concluded more appropriate to await the outcome of the recent share issues and consequent changes in the company’s ownership structure so that a nominating committee representing the current ownership structure could be appointed.
The decision to wait for the appointment of the new nominating committee was made in consultation with the previous nominating committee.
The task of the nominating committee is to produce and present suggestions for the annual general meeting in 2021 regarding the chairman of the AGM, the election of the Board, the chairman of the Board, decision on Board fees divided between the chairman and other Members of the Board, fees for committee work, the election of accountants and decision on fees to the accountants, and where applicable, suggest revisions of the principles of how the nominating committee is appointed.
