The nomination committee's proposal
The Nomination Committee proposes the following:
Attorney Sven Unger as Chairman of the Meeting.
Eight Board members, no Deputies and as Auditor a registered audit company.
Fees to the Board of Directors and Auditor:
- Board member not employed by the Company
- Chairman of the Board of Directors
- Board member elected by the General Meeting who is a member of the Audit Committee
- Chairman of the Audit Committee
- Board member elected by the General Meeting who is a member of the Remuneration Committee
- Chairman of the Remuneration Committee
- Fees to the Auditor shall be paid continuously during the term of office in accordance with approved invoices.
Re-election of Board members Fredrik Lundberg, Hanne de Mora, Egil Myklebust, Anders Nyrén, Simon Thompson and Lars Westerberg. New election of Johan Karlström and Olof Faxander. Anders Nyrén is proposed for re-election as Chairman of the Board of Directors.
Johan Karlström was born in 1957. He holds an M.Sc.Eng., and is President and CEO, as well as Board member, of Skanska AB. Prior to this, Johan Karlström had several years of experience from management positions at Skanska and BPA (currently called Bravida). He is independent in accordance with the rules of the Swedish Code of Corporate Governance.
Olof Faxander was born in 1970. He holds an M.Sc. and B.Sc., and is President and CEO of Sandvik since 1 February this year. He held the positions of Board member, President and CEO of SSAB between 2006 and 2011. Prior to this, Olof Faxander had ten years of solid industry experience from senior positions at Avesta Sheffield, Avesta Polarit and the Outokumpu Group. He is also Chairman of the Board of the trade association Jernkontoret (The Swedish Steel Producers' Association).
Re-election of KPMG AB as Auditor up to and including the Annual General Meeting 2015, i.e. for four years.
The Company is to have a Nomination Committee comprised of one representative from each of the four largest shareholders in terms of votes and the Chairman of the Board of Directors (convener). The Nomination Committee has, in addition, the possibility to call in one co-opted member to the Nomination Committee from the Board members if required. At the formation of the Nomination Committee, the shareholding in the Company, based on information from Euroclear Sweden AB on the last banking day of August 2011, is to determine the largest shareholders in terms of votes. The composition of the Nomination Committee is to be announced as soon as it is appointed. The Chairman of the Nomination Committee is to be the member representing the largest shareholder in terms of votes. The mandate period of the Nomination Committee is until the composition of the next Nomination Committee is completed.
The Nomination Committee is to prepare proposals for the Chairman of the Meeting, the number of Board members, remuneration to each of the Board members, the composition of the Board of Directors and Chairman of the Board of Directors, and regarding the appointment of a Nomination Committee for the Annual General Meeting 2013 and its assignment.
In the event that a member leaves the Nomination Committee prior to the work of the Committee being completed, a representative from the same shareholder may replace the leaving member, if deemed necessary by the Nomination Committee.
In the event that a shareholder represented in the Nomination Committee significantly has reduced its holding of shares in the Company, the member may resign and, if deemed appropriate by the Nomination Committee, a representative from the shareholder next in line in terms of size may be provided an opportunity to enter. If the shareholding in the Company is otherwise significantly changed before the Nomination Committee's work is completed, a change in the composition of the Nomination Committee may take place, to the extent that the Nomination Committee deems appropriate.
The Company is to be able to pay reasonable costs connected to the work of the Nomination Committee. The Committee is not to receive any fees.
Stockholm in March 2011
The Nomination Committee of Sandvik Aktiebolag (publ)