The Nomination Committee is the AGM’s governing body, which nominates Board members and proposes remuneration, among other things. The 2010 AGM decided on the principles for the appointment of the Nomination Committee for the 2011 AGM. They include that the Committee will be comprised of five members: the Chair of the Board and one representative of each of the four largest shareholders based on known data on the last business day in August 2010. This assumes, however, that they wish to appoint a member. The largest shareholders may also consist of groups of shareholders under certain circumstances. If a member leaves the Nomination Committee before its work is completed, the Committee may decide to replace them with a another person representing the same shareholder or with a person representing the next largest shareholder in size that has not already appointed a member to the Committee. The Nomination Committee appoints a Chair from among its members. The Chair of the Board may not be Chair of the Nomination Committee. The Committee’s mandate is for the period until a new Nomination Committee has been constituted. Members of the Nomination Committee are not remunerated for their work or costs incurred. However, the Nomination Committee has the right, at the bank’s expense, to engage a recruitment consultant or other external consultants which it deems necessary to fulfil its assignment.
The duties of the Nomination Committee, where applicable, are to submit proposals to the AGM for resolutions regarding:
- The election of a Chair of the AGM
- Fees for the Board members and Auditors
- The election of the Board members, Chair and Auditors
- Principles for appointing the Nomination Committee
In essence, the composition of the Board should reflect diversity and breadth regarding the competence, experience and background of its members. The composition also takes into account the bank’s operations, stage of development and future direction. While it is important that the Board has the support of shareholders, the need for independence in relation to the bank and its management, as well as major shareholders, is important.
The Nomination Committee for the 2011 AGM consists of Lennart Anderberg, appointed by the owner-group Föreningen Sparbanksintressenter and Chair of the Nomination Committee; Christer Gardell, appointed by the owner-group Cevian; Anders Sundström, appointed by the owner-group Folksam and Board member of Swedbank; Rose Marie Westman, appointed by Alecta Pensionsförsäkring, and Lars Idermark, Chair of Swedbank’s Board of Directors. Committee members have had numerous contacts in addition to their 10 meetings.
The Nomination Committee’s work during its mandate
- Studied an evaluation of the Board’s work based on conversations between the Chair and each Board member as well as a written questionnaire.
- The auditor in charge has presented his view on the bank, the Board and the Group Executive Committee.
- Three Board members have separately, without the presence of the Chair of the Board or the Deputy Chair, presented their view on the business and the work of the Board of Directors.
- The Nomination Committee has reviewed competence needs and discussed the Board’s composition in the light of Swedbank’s strategies.
- Nominated Board members, including the Chair.
- Determined the candidates’ independence.
- Presented remuneration proposals for the Board and Auditors.
- Reviewed and issued a proposal on the principles for appointing the Nomination Committee.